Common use of Non-Disclosure Clause in Contracts

Non-Disclosure. The Executive agrees that the Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reason.

Non-Disclosure. (i) The Executive agrees and covenants to (A) treat all Confidential Information as strictly confidential and (B) not (except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency) disclose publicly or to any third party, whether during or at any time after the Executive’s employment with the Company, any Confidential Information unless such information has been previously disclosed to the public by the Company or has become public knowledge through no direct or indirect fault of the Executive or any person acting on the Executive’s behalf. (ii) The Executive agrees that on termination of the Executive’s employment with the Company for any reason, the Executive will notshall return to the Company immediately all memoranda, directly books, papers, plans, information, letters and other data, and all copies thereof or indirectlytherefrom, usein any way relating to the business of the Company. The Executive further agrees that the Executive shall not retain or use for the Executive’s account at any time any tradenames, make availabletrademark or other proprietary business designation used or owned in connection with the business of the Company. For the avoidance of doubt, sell, disclose or otherwise communicate the Executive understands that the Executive’s obligations under this Agreement with regard to any person, Confidential Information commences immediately on the Executive’s first having access to such Confidential Information (including during employment with the Company prior to the Effective Date) and shall continue during and after the Executive’s employment with the Company until such time as such Confidential Information has become public knowledge other than as a result of the direct or indirect fault of the Executive or any person acting on the Executive’s behalf. (iii) Set forth in Exhibit A (Prior Inventions) attached hereto is a complete list of all inventions that the Executive has, alone or jointly with others, conceived, developed created or reduced to practice prior to the commencement of the Executive’s employment with the Company, that are the Executive’s property, and that the Company acknowledges and agrees are excluded from the scope of this Agreement (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause the Executive to violate any prior confidentiality agreement, the Executive shall not list such Prior Inventions in Exhibit A but will only disclose a cursory name for each such Prior Invention, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that, if no Invention or disclosure is provided in Exhibit A, the Executive hereby represents and warrants that there are no Prior Inventions). If, in the course of the Executive’s assigned duties employment with the Company, the Executive incorporates any Prior Invention into any Company product, process or machine or otherwise use any Prior Invention, the Executive hereby grants to the Company a worldwide, non-exclusive, irrevocable, perpetual, fully paid-up and royalty-free license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, modify, make derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import and otherwise exploit such Prior Invention for any purpose. (iv) The Executive agrees that the benefit Executive shall promptly disclose to the Company all Proprietary Information. All Proprietary Information shall be the sole and exclusive property of the Company. The Executive acknowledges that, either during by reason of being employed by the period Company at the relevant times, to the extent permitted by law, all Proprietary Information shall be deemed a “work made for hire” (as defined in the Copyright Act of 1976 (17 U.S.C. § 101) and other similar applicable laws), and are therefore owned by the Company. To the extent that the foregoing does not apply, the Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive’s entire right, title and interest in and to all Proprietary Information, including the right to ▇▇▇, counterclaim and recover for all past, present and future infringement, misappropriation or dilution thereof, and all rights corresponding thereto throughout the world. If the principle work location of the Executive is in California, Illinois, Kansas, Minnesota or Washington State, the provisions regarding the Executive’s assignment of Proprietary Information to the Company do not apply to certain inventions (“Non-Assignable Inventions”) as specified in the statutory code of the applicable state and the Executive hereby acknowledges having received and reviewed notification regarding such Non-Assignable Inventions pursuant to such states’ codes. To the extent permissible under applicable law, the Executive hereby waives and agrees never to assert any rights that the Executive may have to claim authorship of a work, to object to or prevent the modification or destruction of a work, or to withdraw from circulation or control the publication or distribution of a work, and any similar rights existing under the applicable law of any jurisdiction. The Executive’s obligation to the Company relative to the disclosure of Proprietary Information shall continue beyond termination of the Executive’s employment or service or employment, and the Executive shall, at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s expense, give the Company all assistance it reasonably requires to apply for, obtain, perfect, record, protect and use its subsidiaries’ and affiliates’ part right to maintain Proprietary Information. (v) Without limiting the confidentiality generality of such informationthe foregoing, and to use such information only for certain limited purposes, nothing in each case, which has been obtained by the Executive during this Agreement precludes or otherwise limits the Executive’s employment ability to (A) communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or service by privilege to the Company Securities and Exchange Commission (the “SEC”) or any predecessor). The foregoing will not apply to information that other federal, state or local governmental agency or commission (i“Government Agency”) was known to the public prior to its or self-regulatory organization regarding possible legal violations, without disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; Company, or (iiiB) the Executive disclose information which is required to disclose be disclosed by applicable law, regulation regulation, or legal process order or requirement (including without limitation, by deposition, interrogatory, requests for documents, subpoena, civil investigative demand or similar process) of courts, administrative agencies, the SEC, any Government Agency or self-regulatory organizations, provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and The Company may not retaliate against the Executive hereby agrees not for any of these activities. (vi) Pursuant to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 2016, the Executive and the Company acknowledge and agree that the Executive will shall not be held criminally have criminal or civilly liable civil liability under any federal or state trade secret law for the disclosure of a trade secret that: that (aA) is made (ix) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; , or (bB) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. The Executive is further notified that In addition, and without limiting the preceding sentence, if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets secret to the Executive’s attorney and may use the trade secret information in the court proceeding proceeding, if the Executive: Executive (aX) files any document containing the trade secret under seal; seal and (bY) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reason.

Non-Disclosure. The Executive agrees that the Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive he or she files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executivehe: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reason.

Non-Disclosure. The Executive agrees that During and after Employee’s employment with the Executive Employer, Employee will not, directly or indirectly, not knowingly use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, transfer any Confidential Information other than as specifically and expressly authorized in writing by the Employer or other confidential or proprietary information received from third parties subject to a duty as reasonably necessary for the exercise of Employee’s job duties in the best interests of the Company’s Employer and its subsidiaries’ and affiliates’ part Affiliates. Anything herein to maintain the confidentiality contrary notwithstanding, the provisions of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will this Section 8(a) shall not apply to information that (i) was known when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to the public prior order Employee to its disclosure to the Executivedisclose or make accessible any information; (ii) to the extent necessary in connection with any other litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement; (iii) as to information that becomes generally known to the public subsequent or within the relevant trade or industry other than due to disclosure to the Executive through no wrongful act Employee’s violation of the Executive or any representative of the Executivethis Section 8(a); or (iiiiv) the Executive as to information that is required or becomes available to Employee on a non-confidential basis from a source that is entitled to disclose by applicable lawit to Employee. Further, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (aA) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; , and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (bB) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. The Executive is further notified that if the Executive If Employee files a lawsuit for retaliation by the Company for an employer of reporting a suspected violation of law, the Executive law may disclose the Company’s trade secrets secret to the ExecutiveEmployee’s attorney and use the trade secret information in the court proceeding proceeding, if the Executive: Employee and/or Employee’s attorney (ax) files any document containing the trade secret under seal; and and, (by) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reason.

Non-Disclosure. The Executive agrees that parties hereto shall keep the Executive will notterms of this Agreement and all business and scientific discussions relating to the business of the parties confidential except as otherwise set forth in this Agreement. All patient information to which a party is given access by the other party shall be subject to the provisions of the Confidentiality of Medical Information Act (Cal. Civ. Code §§56, directly or indirectlyet seq.) and the Health Insurance Portability and Accountability Act of 1996, useand all regulations promulgated thereunder. It may, make availablefrom time to time, sellbe necessary for the parties, in connection with performance under this Agreement, to disclose or otherwise communicate Confidential Information (including know-how) to each other. The Receiving Party (as defined in Section 1.3 hereof) shall keep in confidence the Confidential Information of the Disclosing Party (as defined in Section 1.3 hereof), using the standard of care it normally uses for information of like character, and shall not disclose the Confidential Information to any person, other than in third party or use it except as expressly authorized by the course prior written consent of the Executive’s assigned duties and for Disclosing Party or as otherwise permitted by this Agreement. Notwithstanding the benefit of foregoing, (a) Licensee may disclose the Company, either during the period of the Executive’s employment or service or at any time thereafter, any Confidential Information received from CSMC, and also may provide a copy of this Agreement, to its Affiliates, officers, directors, employees, accountants, attorneys, consultants, agents, and potential or actual Sublicensees as shall be reasonably necessary to carry out the intent of this Agreement or any sublicense granted by Licensee as contemplated by this Agreement and (b) Licensee may provide a copy of this Agreement to its Affiliates, officers, directors, employees, accountants, attorneys, consultants, agents, and potential or actual Sublicensees, investors, acquirers, lenders, or other confidential financial partners, for purposes of a potential business transaction or proprietary information received from third parties subject obtaining professional advice, if, but only if, with respect to a duty each of the Company’s (a) and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information(b) above, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known such entity or person is subject to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through confidentiality obligations no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense less restrictive than those confidentiality provisions contained in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; Section 10 and (ii) solely Licensee shall be fully responsible and liable for any action of such third party recipient which would constitute a breach of this Agreement if committed by Licensee as if Licensee had committed such action itself. Furthermore, Licensee may include a copy of this Agreement in legally required regulatory filings; provided that Licensee will seek confidential treatment of all financial terms of this Agreement in all such legally required regulatory filings. The Receiving Party’s obligations hereunder shall not apply to Confidential Information that the purpose Receiving Party can show: (a) Is or later becomes part of reporting the public domain through no fault or investigating a suspected violation neglect of law; or the Receiving Party; (b) is made Is received in good faith from a complaint or other document third party having no obligations of confidentiality to the Disclosing Party, provided that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation Receiving Party complies with any restrictions imposed by the Company for reporting a suspected violation third party; (c) Is independently developed by the Receiving Party without use of lawthe Disclosing Party’s Confidential Information; or (d) Is required by law or regulation to be disclosed (including, without limitation, in connection with FDA filings, filings with another government agency or as required under the Executive may disclose California Public Records Act), provided that the Company’s trade secrets Receiving Party uses reasonable efforts to the Executive’s attorney restrict disclosure and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reasonobtain confidential treatment.

Non-Disclosure. Any specifications or other information provided to CONSULTANT by COMPANY shall be treated as confidential, shall be used only for the purpose of the performance of this Agreement and shall not be reproduced in whole or in part for any other purpose. The Executive CONSULTANT hereby agrees that and undertakes, subject only as provided below: (a) to preserve the Executive will notsecrecy of, directly and not disclose to others (other than its employees or indirectlyagents on a need to know basis), usethe Confidential Information disclosed to, make availableor received or obtained by it or of which it becomes aware belonging or relating to the COMPANY; (b) to keep the Confidential Information secure and protected against theft, selldamage, disclose loss or unauthorized access; and (c) not to retain, duplicate, modify, adapt or use the Confidential Information for any purpose except for the performance of its obligations under or otherwise communicate as contemplated by this Agreement and to ensure that these obligations are observed by its employees, officers, agents, Subcontractors and any personother person to whom it discloses the Confidential Information in accordance with the term of this Agreement. The CONSULTANT further agrees and undertakes that it shall, other than in the course immediately on a written request of the Executive’s assigned duties COMPANY, return all documents and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, materials containing any Confidential Information or, if so required, shall at the written request of the COMPANY destroy all materials containing any Confidential Information (including any copies, analysis, memoranda or other confidential notes made by the CONSULTANT or proprietary information received from third parties subject any Subcontractors) in its possession or under its custody and control and shall in addition remove any Confidential Information stored within any computer or word processing system whether or not in machine-readable form and confirm to a duty the COMPANY in writing as soon as reasonably practicable that all such Confidential Information has been completely destroyed. In case where proper confidentiality agreement is required to be executed by Subcontractor who has been disclosed with or is recipient of the Company’s and its subsidiaries’ and affiliates’ part Confidential Information, the CONSULTANT undertakes to maintain procure such Subcontractor to execute the confidentiality of such information, and agreement in a form satisfactory to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor)COMPANY. The foregoing will obligations imposed under this clause shall survive the termination or expiry of this Agreement but shall not apply to information that which the CONSULTANT can prove: (ia) was known to at the time it is received is in the public prior domain; (b) subsequent to its disclosure to the Executive; (ii) becomes generally known to in connection with this Agreement comes into the public subsequent to disclosure to domain without its fault; (c) is lawfully received by the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required CONSULTANT from a third party, entitled to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement , on an unrestricted basis; or (d) is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence pursuant to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint court order or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reasonregulatory body.

Non-Disclosure. The Executive agrees Employee hereby acknowledges that Employer possesses certain confidential and proprietary information, including, but not limited to client and customer lists, supplier lists, data, figures, sales figures, projections, estimates, tax records, personnel history, accounting procedures, bids, and other information relating to the Executive will notEmployer's employees, directly or indirectlyclients, usecustomers, make availableclient and customer requirements, sellmethods of client development, disclose or otherwise communicate to any personsuppliers, bidding techniques, pricing, research and development and other than in the course activities, services and business of the Executive’s assigned duties Employer (the foregoing being hereinafter referred to collectively as "Confidential Information") and for that maintaining the benefit confidential and proprietary nature of said Confidential Information is essential to the continued commercial success of the Company, either during the period of the Executive’s employment or service or at any time thereafter, any Employer's business and that said Confidential Information or other confidential or proprietary information received from third parties subject to constitutes valuable and unique assets which provide the Employer with a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use distinct competitive advantage over competing businesses. Confidential Information shall not include any such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment (a) is or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was becomes publicly known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive Employee (b) is approved in advance of such use or any representative of the Executive; disclosure in writing by Employer, or (iiic) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under by court order or lawful order of a governmental agency or regulatory body or by applicable law; provided, rule however, that in the event the Employee is requested or regulationrequired (by oral question or request for information or documents in any legal proceeding, the terms and conditions of this Agreement will remain strictly confidentialinterrogatory, and the Executive hereby agrees not subpoena, civil investigative demand, or similar process) to disclose the terms and conditions hereof to any person Confidential Information, Employee shall notify Employer promptly of such request or entity, other than immediate family members, legal advisors requirement so that Employer may seek an appropriate protective order or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by waive compliance with the provisions of this Agreement whoSection 3. If, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act absence of 2016 that protective order or the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure receipt of a trade secret that: (a) is made (i) in confidence waiver hereunder, Employee is, on the advice of counsel, compelled or required by applicable law to a federaldisclose any Confidential Information to any tribunal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive Employee may disclose the Company’s trade secrets Confidential Information, provided that Employee shall use his reasonable best efforts to obtain, at the Executive’s attorney request and sole expense of Employer, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Employer shall designate. Therefore, Employee hereby agrees that Employee shall not disclose, divulge, or use the trade secret information in any manner any such Confidential Information except as is specifically required in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except performance of Employee's duties pursuant to court orderthis Employment Agreement, and that Employee will not, under any circumstances, communicate any such Confidential Information to any one not employed by the Employer and/or specifically authorized in writing by the Employer to receive such Confidential Information. The provisions It is expressly agreed that the foregoing restrictions upon use, disclosure or communication of the aforementioned Confidential Information shall be in full force and effect forever and shall survive any termination of this Section 7.3 will survive Agreement, whether voluntary or involuntary, and regardless of the expiration, suspension reason for or manner of termination. Upon the termination of this Agreement and Employee's employment hereunder, regardless of the reason for or manner of termination, Employee agrees that Employee will deliver to the Employer all originals and all copies in the Employee's possession of any reasonand all documents of any nature containing, evidencing, or in any manner relating to any Confidential Information as defined herein and shall not take any such documentation with Employee upon said termination. Employer acknowledges and agrees that notwithstanding the foregoing, Employee shall not be prohibited from utilizing and disclosing Confidential Information in connection with any action, suit, or other proceeding arising out of or in connection with the terms and provisions of the Stock Purchase Agreement and/or the other Buyer's Transaction Documents; provided, however, that Employee agrees that in connection with any action, suit, or other proceeding, no such disclosure of the Confidential Information shall be made until such time as an appropriate protective order, mutually acceptable to Employer and Employee, shall be entered in any such action, suit, or proceeding or, in the event the parties cannot mutually agree upon the terms for such a protective order, upon the issuance of a protective order, upon motion by either party, as shall be determined to be appropriate by the trier of facts or arbitrator in any such proceeding.

Non-Disclosure. During the term of your Employment, the Company has permitted and will continue to permit you to have access to, become acquainted with, and use Confidential Information (as defined in Paragraph 7). You acknowledge that items of Confidential Information are the Company’s valuable assets and have economic value, actual or potential, because they are not generally known by the public or others who could use them to their own economic benefit and/or to the competitive disadvantage of the Company. The Executive agrees that Company has taken a number of reasonable steps to protect the Executive will notsecrecy of this information, directly or indirectly, use, make available, sell, disclose or otherwise communicate including without limitation through this Award Agreement. Subject to and in addition to any personconfidentiality or non-disclosure requirements to which you were subject prior to the date you electronically consent to or execute this Award Agreement, during your Employment and any time thereafter, you agree that all Confidential Information will be treated by you in the strictest confidence and will not be disclosed or used by you in any manner other than in connection with the discharge of your job responsibilities without the prior written consent of the Company or unless required by law. You further agree that you will not remove or destroy any Confidential Information either during your Employment or at any time thereafter and will return to the Company any Confidential Information in your possession, custody or control at the end of your Employment (or earlier if so requested by the Company). Nothing herein shall prevent you from making or publishing any statement (a) when required by law, subpoena or court order, or at the request of an administrative agency or legislature, (b) in the course of the Executive’s assigned duties and for the benefit of any legal, arbitral, administrative, legislative or regulatory proceeding, (c) to any governmental authority, regulatory agency or self-regulatory organization, (d) in connection with any investigation by the Company, either during the period of the Executive’s employment or service (e) where a prohibition or at limitation on such communication is unlawful. Nothing in this Award Agreement or any time thereafter, AIG policy prohibits or restricts you from communicating with or responding to any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained inquiry by the Executive during Securities and Exchange Commission, law enforcement, the Executive’s employment or service by the Company (Equal Employment Opportunity Commission,, or any predecessor). The foregoing will not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive other local, state, or federal governmental or regulatory authority, or any representative of the Executive; or (iii) the Executive is required to disclose by applicable lawself-regulatory organization, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of AIG does not waive any attorney-client privilege over any information provided by you that is appropriately covered by such information)privilege. Unless this Agreement is otherwise required to be disclosed under applicable lawMoreover, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will you shall not be held criminally or civilly liable under any federal or state trade secret secrets law or this Award Agreement or any other agreement for the disclosure of a trade secret that: (a) is made (i) or other confidential information in confidence to a federal, state, government official or local government official, either directly or indirectly, or to an attorney; and (ii) attorney solely for the purpose of reporting investigating or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information law or in the a court proceeding if the Executive: (a) files any document containing the trade secret filing under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reason.

Non-Disclosure. The Executive agrees that the Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, (a) Each Limited Partner (other than in TMHC) (on behalf of itself and, to the course extent that such Limited Partner would be responsible for the acts of the Executive’s assigned duties following Persons under principles of agency law, its directors, officers, Affiliates, shareholders, partners, employees and agents) agrees that, except as otherwise consented to by the General Partner, all non-public information relating to the Partnership furnished to such Limited Partner, including but not limited to confidential information of the Partnership and its Subsidiaries regarding identifiable, specific and discrete business opportunities being pursued by the Partnership or its Subsidiaries (collectively, “Confidential Information”) will be kept confidential, will not be used for commercial or proprietary advantage and will not be disclosed by such Limited Partner (or, to the extent that such Limited Partner would be responsible for the benefit acts of the Companyfollowing Persons under principles of agency law, either during the period of the Executive’s employment its directors, officers, Affiliates, shareholders, partners, employees and agents) in any manner, in whole or service or at any time thereafterin part, any except that each Limited Partner (and its directors, officers, Affiliates, shareholders, partners, employees and agents) shall be permitted to disclose such Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to those of its respective agents, Representatives and employees who need to be familiar with such Confidential Information in connection with such Limited Partner’s investment in the Partnership and who are charged with an obligation of confidentiality, (ii) to its respective direct and indirect partners and equity holders so long as they agree to keep such Confidential Information confidential on the terms set forth herein, (iii) with respect to an Affiliate of TPG Cayman or Oaktree Cayman, as part of such Limited Partner’s or its Affiliates’ reporting or review procedures, or in connection with such Limited Partner’s or its Affiliates’ fund raising, marketing, informational or reporting activities, (iv) for general portfolio information that does not identify the Partnership or its Subsidiaries and (v) to the public extent required by law, so long as such Limited Partner shall have first provided the Partnership a reasonable opportunity to contest the necessity of disclosing such Confidential Information. Notwithstanding the foregoing, any Partner and each of his, her, or its Representatives may disclose to any and all Persons, without limitation of any kind, the tax treatment, tax strategies and tax structure of the Partnership and all materials of any kind (including opinions or other tax analyses) that are provided to the Partner and his, her, or its Representatives relating to such tax treatment, tax strategies and tax structure. Each Partner agrees that he, she or it will be responsible for any breach or violation of the provisions of this Section 9.3(a) by any Person receiving Confidential Information from such Partner. (b) For purposes of this Section 9.3, “Confidential Information” shall not include any information: (i) of which such Person (or its Affiliates) became aware prior to its disclosure affiliation with the Partnership or any Subsidiary thereof from a source not known to be bound by duty or obligations of confidentiality to the Executive; Partnership, (ii) becomes generally of which such Person (or its Affiliates) learns from sources other than the Partnership or its Subsidiaries not known to the public subsequent to disclosure be bound by duty or obligations of confidentiality to the Executive through no wrongful act of Partnership, whether prior to or after such information is actually disclosed by the Executive Partnership or any representative of the Executive; its Subsidiaries, or (iii) the Executive which is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense disclosed in seeking a protective order prospectus or other appropriate protection of documents available for dissemination to the public. Nothing in this Section 9.3 shall in any way limit or otherwise modify any confidentiality covenants entered into by any Limited Partner pursuant to any other agreement to which such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, Limited Partner and the Executive hereby agrees not to disclose the terms and conditions hereof to Partnership or any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reasonits Subsidiaries are parties.

Non-Disclosure. The Executive agrees that (a) Except (i) with the Executive will notprior written consent of the Adviser in each instance or (ii) as may be necessary to perform the Subadviser’s services hereunder or (iii) as may be required by law or as directed by a court of competent jurisdiction, governmental agency or self-regulatory organization, the Subadviser shall not disclose, use, publish, or in any other manner reveal, directly or indirectly, at any time during the term of this Agreement (including any renewal or extension thereof) and continuing for a period of five years thereafter, any confidential information relating to the Adviser or any subsidiary or affiliate thereof, including confidential information relating to investors in FEFA (regardless of whether such investor information is presented on an investor-by-investor basis, aggregated or presented as a composite or otherwise) acquired by it prior to, during the course of, or incident to, its appointment hereunder; provided, however, that nothing contained in this Section 11 shall prevent the Subadviser from soliciting any FEFA Investor at any time using any means, unless such solicitation (including the period during which such solicitation may be made) or means are proscribed by Section 10 hereof. If the Subadviser determines that as a matter of law it is required to disclose any such confidential information or if the Subadviser is directed by a court of competent jurisdiction, governmental agency or self-regulatory organization to disclose any such confidential information, it shall promptly give the Adviser written notice thereof and will use reasonable efforts (at no cost to the Subadviser) to assist the Adviser in seeking an appropriate protective order or other reasonable assurances as to the treatment of any such required or directed disclosure. Notwithstanding the first sentence of this paragraph, but subject to the exceptions thereto, personally identifiable financial information relating to investors in FEFA shall at all times during the term of this Agreement (including any extension or renewal hereof) and at any time thereafter be maintained in accordance with the principles of the Trust’s privacy policies as described in the Prospectus for the Trust from time to time. (b) Except (i) with the prior written consent of the Subadviser in each instance or (ii) for the sole and exclusive purpose of the Adviser exercising its obligations under the Investment Advisory Agreement or its fiduciary duties in providing investment advisory services to the Trust or (iii) as may be required by law or as directed by a court of competent jurisdiction, governmental agency or self-regulatory organization, the Adviser shall not disclose, use, make availablepublish, sellor in any other manner reveal, disclose directly or indirectly, at any time during the term of this Agreement (including any renewal or extension thereof) and continuing for a period of five years thereafter, any confidential information relating to the Subadviser or any subsidiary or affiliate thereof provided to or otherwise communicate to any person, other than in obtained by the Adviser during the course of or in connection with the ExecutiveSubadviser’s assigned duties appointment hereunder. If the Adviser determines that as a matter of law it is required to disclose any such confidential information or if the Adviser is directed by a court of competent jurisdiction, governmental agency or self-regulatory organization to disclose any such confidential information, it shall promptly give the Subadviser written notice thereof and for will use reasonable efforts (at no cost to the benefit of Adviser) to assist the Company, either during the period of the Executive’s employment or service or at any time thereafter, any Confidential Information Subadviser in seeking an appropriate protective order or other reasonable assurances as to the treatment of any such required or directed disclosure. (c) For purposes of this Agreement, the term “confidential or proprietary information” does not include information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known becomes generally available to the public prior other than as a result of a disclosure by the party otherwise owing an obligation of confidentiality as to its disclosure to such information (or by the Executive; officers, employees or agents of such party), or (ii) becomes generally known available to the public subsequent party otherwise owing an obligation of confidentiality as to disclosure such information (or by the officers, employees or agents of such party) on a non-confidential basis from a source other than the party to which such obligation is owed (or its officers, employees or agents) provided in each such case that such source is not known by the party otherwise owing such obligation to be bound by a confidentiality agreement with or other obligation of secrecy to the Executive through no wrongful act of the Executive party to which such obligation is owed or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person subsidiary or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reasonaffiliate thereof.

Non-Disclosure. Any specifications or other information provided to CONTRACTOR by COMPANY shall be treated as confidential, shall be used only for the purpose of the performance of this Agreement and shall not be reproduced in whole or in part for any other purpose. The Executive CONTRACTOR hereby agrees that and undertakes, subject only as provided below: (a) to preserve the Executive will notsecrecy of, directly and not disclose to others (other than its employees or indirectlyagents on a need to know basis), usethe Confidential Information disclosed to, make availableor received or obtained by it or of which it becomes aware belonging or relating to the COMPANY; (b) to keep the Confidential Information secure and protected against theft, selldamage, disclose loss or unauthorized access; and (c) not to retain, duplicate, modify, adapt or use the Confidential Information for any purpose except for the performance of its obligations under or otherwise communicate as contemplated by this Agreement and to ensure that these obligations are observed by its employees, officers, agents, Subcontractors and any personother person to whom it discloses the Confidential Information in accordance with the term of this Agreement. The CONTRACTOR further agrees and undertakes that it shall, other than in the course immediately on a written request of the Executive’s assigned duties COMPANY, return all documents and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, materials containing any Confidential Information or, if so required, shall at the written request of the COMPANY destroy all materials containing any Confidential Information (including any copies, analysis, memoranda or other confidential notes made by the CONTRACTOR or proprietary information received from third parties subject any Subcontractors) in its possession or under its custody and control and shall in addition remove any Confidential Information stored within any computer or word processing system whether or not in machine-readable form and confirm to a duty the COMPANY in writing as soon as reasonably practicable that all such Confidential Information has been completely destroyed. In case where proper confidentiality agreement is required to be executed by Subcontractor who has been disclosed with or is recipient of the Company’s and its subsidiaries’ and affiliates’ part Confidential Information, the CONTRACTOR undertakes to maintain procure such Subcontractor to execute the confidentiality of such information, and agreement in a form satisfactory to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor)COMPANY. The foregoing will obligations imposed under this clause shall survive the termination or expiry of this Agreement but shall not apply to information that which the CONTRACTOR can prove: (ia) was known to at the time it is received is in the public prior domain; (b) subsequent to its disclosure to the Executive; (ii) becomes generally known to in connection with this Agreement comes into the public subsequent to disclosure to domain without its fault; (c) is lawfully received by the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required CONTRACTOR from a third party, entitled to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement , on an unrestricted basis; or (d) is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence pursuant to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint court order or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reasonregulatory body.

Non-Disclosure. The Executive Each of the parties, as a potential recipient of Confidential Information (“Recipient”), agrees that the Executive such Recipient will not, directly or indirectly, not use, make availabledisseminate, sellor in any way disclose any Confidential Information of the other party, disclose or otherwise communicate as a potential discloser of Confidential Information (“Discloser”), to any person, other than firm or business, except to the extent necessary to perform the Services contemplated hereby, or in the course case of DCC, it shall have the right to disclose the Confidential Information to its legal and financial advisors and to its current or prospective financing sources to the extent that such disclosure is required in the good faith opinion of its securities counsel in order to meet applicable legal disclosure obligations, and in all events such disclosure can be made if the recipient from the Recipient executes a nondisclosure agreement containing undertakings substantially similar to those of Recipient per this Section 4.1; the terms of this sentence shall qualify the terms of the Executive’s assigned duties and for the benefit remainder of the Companysentences in this Section 4.1.. Each of the parties, as Recipient, agrees that such Recipient shall treat all Confidential Information of the other party, as Discloser, with the same degree of care as such Recipient accords to such Recipient’s own Confidential Information, and in any case with no less than reasonable care. In addition, each of the parties, as Recipient, agrees that such Recipient shall disclose Confidential Information of the other party, as Discloser, only to those of such Recipient’s employees and independent contractors who need to know such information. Such Recipient certifies that Recipient’s employees and independent contractors have previously agreed, either during as a condition to their service with Recipient or in order to obtain the period Confidential Information of the Executive’s employment or service or at any time thereafterDiscloser, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the bound by terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not substantially similar to disclose the those terms and conditions hereof applicable to such Recipient under this Agreement. Each of the parties, as Recipient, shall immediately give notice to the other party, as Discloser, of any person unauthorized use or entitydisclosure of Discloser’s Confidential Information. Each of the parties, as Recipient, agrees to assist the other than immediate family membersparty, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement whoas Discloser, in each case, agree to keep remedying any such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally unauthorized use or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the CompanyDiscloser’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reasonConfidential Information.

Non-Disclosure. The Executive Each Partner agrees that the Executive will notthat, directly or indirectly, use, make available, sell, disclose or except as otherwise communicate consented to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment other Partner, all non-public information furnished to it or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known which it has access pursuant to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidentialbe kept confidential and will not be disclosed by such Partner (it being agreed that the standard each Partner shall adhere to is to use the same degree of care it would use for its own confidential information), or by any of its agents, representatives, or employees, in any manner whatsoever, in whole or in part, except that: (a) each Partner shall be permitted to disclose such information to those of its agents, representatives, and employees who need to be familiar with such information in connection with such Partner's investment in the Executive hereby agrees not Partnership, (b) each Partner shall be permitted to disclose such information to its Affiliates, (c) each Partner shall be permitted to disclose information to the terms and conditions hereof to any person extent required by law, including federal or entity, other than immediate family members, legal advisors state securities laws or personal tax or financial advisorsregulations, or prospective future employers solely by the rules and regulations of any stock exchange or association on which securities of such Partner or any of its Affiliates are traded, so long as such Partner shall have first afforded the Partnership with a reasonable opportunity to contest the necessity of disclosing such information, (d) each Partner shall be permitted to disclose information to the extent necessary for the purpose enforcement of disclosing any right of such Partner arising under this Agreement, (e) each Partner shall be permitted to disclose information to a permitted Transferee, so long as (1) such Partner shall first have provided to the limitations on other Partner written notice thereof and of the Executive’s conduct imposed identity of the Person to whom the disclosure is to be made and (2) such Person agrees (in a writing which provides the Partnership with an independent right of enforcement) to be bound by the provisions of this Agreement whoSection 10.9, (f) each Partner shall be permitted to disclose information that is or becomes generally available to the public other than as a result of a disclosure by such Partner, in its agents, representatives, or employees, and (g) each casePartner shall be permitted to disclose information that becomes available to such Partner on a nonconfidential basis from a source (other than the Partnership, agree any other Partner, or their respective agents, representatives, and employees) that, to keep the best of such Partner's knowledge, is not prohibited from disclosing such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of to such Partner by a trade secret that: (a) is made (i) in confidence to a federallegal, statecontractual, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets fiduciary obligation to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files Partnership or any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reasonother Partner.

Non-Disclosure. The Executive agrees that During and after the Executive Participant’s employment with the Company or its Affiliates, the Participant will not, directly or indirectly, not use, make availabledisclose, sell, disclose copy or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, transfer any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, than as authorized in each case, which has been obtained by the Executive during the Executive’s employment or service writing by the Company (or any predecessor)within the scope of the Participant’s duties with the Company as determined reasonably and in good faith by the Participant. The foregoing will Anything herein to the contrary notwithstanding, the provisions of this Section 7(b) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Participant to disclose or make accessible any information; provided that prior to any such disclosure the Participant shall provide the Company with prompt written notice of the requirements to disclose and an opportunity object to such disclosure and the Participant shall cooperate with the Company in filing such objection; or (ii) as to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure or within the relevant trade or industry other than due to the Executive through no wrongful act Participant’s violation of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such informationthis Section 7(b). Unless Nothing in this Agreement is otherwise required shall prohibit or impede the Participant from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to be disclosed under applicable lawpossible violations of any U.S. federal, rule state or local law or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof or otherwise making disclosures to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement whoGovernmental Entity, in each case, agree to keep that are protected under the whistleblower provisions of any such information confidentiallaw or regulation, provided, that in each case such communications and disclosures are consistent with applicable law. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 Participant understands and acknowledges that the Executive will an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, official or to an attorney; and (ii) attorney solely for the purpose of reporting or investigating a suspected violation of law; , or (bii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. The Executive is Participant understands and acknowledges further notified that if the Executive an individual who files a lawsuit for retaliation by the Company an employer for reporting a suspected violation of law, the Executive law may disclose the Company’s trade secrets secret to the Executive’s attorney of the individual and use the trade secret information in the court proceeding proceeding, if the Executive: (a) individual files any document containing the trade secret under seal; , and (b) does not disclose the trade secret, except pursuant to court order. The provisions Notwithstanding the foregoing, under no circumstance is the Participant authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without the prior written consent of this Section 7.3 will survive the expiration, suspension Company’s General Counsel or termination of this Agreement for any reasonother officer designated by the Company.

Non-Disclosure. The Executive Seller agrees that the Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate information contained in this Agreement as well as other information provided to any person, other than Seller by Buyer in the course connection with Buyer’s purchase of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain Cars (including but not limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to the public prior price, type and number of railcars to its disclosure be purchased, particular configurations, designs or modifications, delivery locations and identity of Buyer’s customers and parties to whom the Executive; (iiCars are to be delivered) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable lawconfidential and, regulation or legal process (except as provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise or required by Seller in order to be disclosed under applicable law, rule or regulation, fulfill the terms and conditions of Buyer’s purchase, Seller shall not disclose any thereof to any third party. Seller shall similarly treat any information provided to Seller by Buyer in connection with the purchase of the Cars prior to or subsequent to the date of this Agreement as confidential in accordance with the terms hereof. All of the foregoing is hereinafter referred to as the “Confidential Information.” In particular, Seller agrees that it will remain strictly confidentialnot disclose any of the Confidential Information to any affiliate of Seller engaged in the leasing of railcars or in the management of railcars or to the employees, officers or directors of any such affiliate. Neither party, without the prior written consent of the other, shall issue any press release or make any other public announcement or statement relating to Buyer’s purchase of the Cars or containing any Confidential Information. Notwithstanding the foregoing, Confidential information shall not include: (a) such information as is required to be made to UMLER and the Executive hereby agrees not Association of American Railroads, (b) such information as is required to disclose the terms and conditions hereof to any person be disclosed by law, court or entitygovernmental agency or authority, (c) such information as is required by either party’s accountants, auditors, insurance carriers or other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely and (d) information that becomes known to a party on a non-confidential basis from a source as to which the party has no actual knowledge that such source was bound by a confidentiality agreement with respect to such information. Seller shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information, and will not otherwise use such Confidential Information for the purpose benefit of disclosing any affiliate engaged in the limitations on leasing or management of railcars or other third party. Seller shall notify Buyer immediately upon discovery of any unauthorized use or disclosure of Confidential Information, and will cooperate with Buyer in every reasonable way to help Buyer regain possession and control of the Executive’s conduct imposed by the provisions Confidential Information, and prevent its further unauthorized use. Seller acknowledges that monetary damages may be inadequate to protect Buyer against actual or threatened breach of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets respect to the ExecutiveConfidential Information. Accordingly, Seller agrees that Buyer shall be entitled to seek injunctive relief for any such breach of Seller’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret obligations or representations under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reasonwith respect to the Confidential Information. BUYER STIPULATES ACKNOWLEDGES AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FOR ANY BREACH OF THIS AGREEMENT WITH RESPECT TO THE CONFIDENTIAL INFORMATION BY SELLER OR BREACH OF SELLER’S REPRESENTATIONS HEREIN.

Non-Disclosure. The Executive acknowledges that in the course of carrying out, performing, and fulfilling his responsibilities to the Employer, the Executive will be given access to and be entrusted with Confidential Information relating to the Employer’s business. Executive acknowledges that all Proprietary Information shall be the sole property of the Employer and its successors and assigns. Executive further acknowledges that it is essential for the proper protection of the business and the goodwill of the Employer that such Proprietary Information be kept confidential and not disclosed or communicated, in any manner or form, to third parties or used for the benefit of any third party and or Executive. Accordingly, Executive agrees that during the Executive will notTerm and thereafter for so long as the information remains Proprietary Information, to keep in confidence and trust all Proprietary Information, and not to use, disclose, disseminate, publish, copy, communicate or otherwise make available, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than except in the ordinary course of the performance of Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafterunder this Agreement, any Confidential Proprietary Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, except as expressly authorized in each case, which has been obtained writing by the Employer; provided, however, that Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply shall be relieved of his obligation of nondisclosure hereunder as to information that (ia) was at the time of disclosure to Executive is known to, or readily ascertainable by, the public; (b) or becomes known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act fault of the Executive or any representative other violation of the Executive; or this Agreement. In addition, Executive shall be relieved of his obligation of nondisclosure hereunder: (iiiX) the Executive as to Proprietary Information that is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under by any applicable judgment, order or decree of any court or governmental body or agency having competent jurisdiction or by any law, rule or regulation; or (Y) with respect to responding to an inquiry from, providing testimony before, or upon the written advice of counsel that concludes such action is required to comply with applicable securities laws, initiating communications directly with, the terms Securities and conditions Exchange Commission, the Financial Industry Regulatory Authority, any other self-regulatory organization, or any other federal or state regulatory body regarding a possible securities law violation; provided, in either case, that prior to and in connection with any such disclosure, Executive shall give the Employer reasonable prior written notice of the disclosure of such information pursuant to this Agreement will remain strictly confidentialexception (to the extent permitted by applicable law) and shall cooperate with the Employer to permit the Employer to seek confidential treatment for any such information that the Employer deems to be Proprietary Information, and from any authority requiring delivery of such information; provided further, however, that if the Employer has not obtained such confidential treatment by the date Executive hereby agrees not is required by such authority to disclose the terms Proprietary Information, Executive shall be free to provide such disclosure and conditions hereof to any person there shall be no violation of or entity, other than immediate family members, legal advisors damages determined under this Agreement or personal tax or financial advisors, or prospective future employers solely otherwise for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of disclosure action and compliance with or pursuant to such authority. Executive acknowledges having been notified that, notwithstanding any obligations in this Agreement whoAgreement, in each case, agree pursuant to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that (“DTSA”), the Employer shall not hold Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) Proprietary Information that is made in confidence: (i) in confidence to a federal, state, or local government official, either directly or indirectly, and or to an attorney; and (ii) to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (b) is . The Employer shall also not hold Executive liable for such disclosures made in a complaint or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. The Executive is further also acknowledges having been notified that if the Executive files individuals who file a lawsuit for retaliation by the Company an employer for reporting a suspected violation of law, the Executive law may disclose the Company’s trade secrets secret to the Executive’s attorney of the individual and use the trade secret information in the court proceeding proceeding, if the Executive: (a) individual files any document containing the trade secret under seal; seal and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reason.

Non-Disclosure. The Executive Each Partner agrees that the Executive will notthat, directly or indirectly, use, make available, sell, disclose or except as otherwise communicate consented to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment other Partner, all non-public information furnished to it or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known which it has access pursuant to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidentialbe kept confidential and will not be disclosed by such Partner (it being agreed that the standard each Partner shall adhere to is to use the same degree of care it would use for its own confidential information), or by any of its agents, representatives, or employees, in any manner whatsoever, in whole or in part, except that: (a) each Partner shall be permitted to disclose such information to those of its agents, representatives, and employees who need to be familiar with such information in connection with such Partner's investment in the Executive hereby agrees not Partnership, (b) each Partner shall be permitted to disclose such information to its Affiliates, (c) each Partner shall be permitted to disclose information to the terms and conditions hereof to any person extent required by law, including federal or entity, other than immediate family members, legal advisors state securities laws or personal tax or financial advisorsregulations, or prospective future employers solely by the rules and regulations of any stock exchange or association on which securities of such Partner or any of its Affiliates are traded, so long as such Partner shall have first afforded the Partnership with a reasonable opportunity to contest the necessity of disclosing such information, (d) each Partner shall be permitted to disclose information to the extent necessary for the purpose enforcement of disclosing any right of such Partner arising under this Agreement, (e) each Partner shall be permitted to disclose information to a permitted Transferee or Successor, so long as (1) such Partner shall first have provided to the limitations on other Partner written notice thereof and of the Executive’s conduct imposed identity of the Person to whom the disclosure is to be made and (2) such Person agrees (in a writing which provides the Partnership with an independent right of enforcement) to be bound by the provisions of this Agreement whoSection 13.9, (f) each Partner shall be permitted to disclose information that is or becomes generally available to the public other than as a result of a disclosure by such Partner, in its agents, representatives, or employees, and (g) each casePartner shall be permitted to disclose information that becomes available to such Partner on a nonconfidential basis from a source (other than the Partnership, agree any other Partner, or their respective agents, representatives, and employees) that, to keep the best of such Partner's knowledge, is not prohibited from disclosing such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of to such Partner by a trade secret that: (a) is made (i) in confidence to a federallegal, statecontractual, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets fiduciary obligation to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files Partnership or any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reasonother Partner.

Non-Disclosure. The Executive agrees Employee recognizes and acknowledges that the Executive will Confidential Information constitutes valuable, special, and unique assets of the GCM Group because, among other reasons, such Confidential Information (i) has been developed at substantial expense and effort over a period of many years, (ii) constitutes a material competitive advantage for the Grosvenor Parties which is not known to the general public or competitors, (iii) could not be duplicated by others without extraordinary expense, effort and time, (iv) constitutes “trade secrets” as such term is used in the Illinois Trade Secrets Act (and counterpart statutes of other states where the Grosvenor Parties conduct business) or (v) is information of a private nature. Employee shall not, either before or at any time after the termination of his/her employment for any reason or under any circumstance, use for Employee’s benefit or disclose to or use for the benefit of any other Person, any Confidential Information for any reason or purpose whatsoever, directly or indirectly, use, make available, sell, disclose except as may be required or otherwise communicate appropriate pursuant to any personhis/her employment by Employer, unless and until such Confidential Information becomes public or generally available to Persons other than the Grosvenor Parties other than as a consequence of the breach by Employee of his/her confidentiality obligations hereunder (after which such public or otherwise generally available information shall no longer be deemed to be Confidential Information). Notwithstanding the foregoing, if Employee is, in the course opinion of the Executive’s assigned duties and for the benefit of the Companycounsel acceptable to Employer, either during the period of the Executive’s employment or service or at any time thereafter, any compelled by law to disclose Confidential Information or else stand liable for contempt or suffer other confidential censure or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of penalty, Employee may disclose such information, and to use provided, however, that Employee shall promptly notify Employer of such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information requirement so that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking Employer may seek a protective order order. Nothing in this §8 or other appropriate protection of such information). Unless otherwise in this Agreement is otherwise required to be disclosed under prohibits Employee from reporting possible violations of applicable law, rule federal law or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof regulation to any person governmental agency or entity, or making other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for disclosures that are protected under the purpose of disclosing the limitations on the Executive’s conduct imposed by the whistleblower provisions of this Agreement who, in each case, agree to keep such information confidentialapplicable federal law or regulation. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) Employee does not disclose the trade secretneed Employer’s prior authorization to make any such reports or disclosures, except pursuant and Employee is not required to court order. The provisions of this Section 7.3 will survive the expiration, suspension notify Employer that Employee has made such reports or termination of this Agreement for any reasondisclosures.

Non-Disclosure. The Executive Seller agrees that the Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate information contained in this Agreement as well as other information provided to any person, other than Seller by Buyer in the course connection with Buyer’s purchase of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain Cars (including but not limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to the public prior price, type and number of railcars to its disclosure be purchased, particular configurations, designs or modifications, delivery locations and identity of Buyer’s customers and parties to whom the Executive; (iiCars are to be delivered) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable lawconfidential and, regulation or legal process (except as provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise or required by Seller in order to be disclosed under applicable law, rule or regulation, fulfill the terms and conditions of Buyer’s purchase, Seller shall not disclose any thereof to any third party. Seller shall similarly treat any information provided to Seller by Buyer in connection with the purchase of the Cars prior to or subsequent to the date of this Agreement as confidential in accordance with the terms hereof. All of the foregoing is hereinafter referred to as the “Confidential Information.” In particular, Seller agrees that it will remain strictly confidentialnot disclose any of the Confidential Information to any affiliate of Seller engaged in the leasing of railcars or in the management of railcars or to the employees, officers or directors of any such affiliate. Neither party, without the prior written consent of the other, shall issue any press release or make any other public announcement or statement relating to Buyer’s purchase of the Cars or containing any Confidential Information. Notwithstanding the foregoing, Confidential information shall not include: (a) such information as is required to be made to UMLER and the Executive hereby agrees not Association of American Railroads, (b) such information as is required to disclose the terms and conditions hereof to any person be disclosed by law, court or entitygovernmental agency or authority, (c) such information as is required by either party’s accountants, auditors, insurance carriers or other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely and (d) information that becomes known to a party on a non-confidential basis from a source as to which the party has no actual knowledge that such source was bound by a confidentiality agreement with respect to such information. Seller shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information, and will not otherwise use such Confidential Information for the purpose benefit of disclosing any affiliate engaged in the limitations on leasing or management of railcars or other third party. Seller shall notify Buyer immediately upon discovery of any unauthorized use or disclosure of Confidential Information, and will cooperate with Buyer in every reasonable way to help Buyer regain possession and control of the Executive’s conduct imposed by the provisions Confidential Information, and prevent its further unauthorized use. Seller acknowledges that monetary damages may be inadequate to protect Buyer against actual or threatened breach of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets respect to the ExecutiveConfidential Information. Accordingly, Seller agrees that Buyer shall be entitled to seek injunctive relief for any such breach of Seller’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret obligations or representations under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reasonwith respect to the Confidential Information. BUYER STIPULATES ACKNOWLEDGES AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES FOR ANY BREACH OF _THIS AGREEMENT WITH RESPECT TO THE CONFIDENTIAL INFORMATION BY SELLER OR BREACH OF SELLER’S REPRESENTATIONS HEREIN.

Non-Disclosure. The Executive agrees that the Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive he files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executivehe: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 4.3 will survive the expiration, suspension or termination of this Agreement for any reason.

Non-Disclosure. The Executive agrees that the Executive will shall not, directly or indirectly, useat any time during or for a two year period following termination of his employment with CBCC, reveal, divulge or make available, sell, disclose or otherwise communicate known to any personPerson or entity, or use for Executive's personal benefit (including without limitation for the purpose of soliciting business, whether or not competitive with any business of CBI or any Subsidiary), any information acquired by Executive during the course of employment by CBCC with regard to the financial, business or other affairs of CBI or any Subsidiary (including without limitation any list or record of Persons or entities with which CBI or any Subsidiary has any dealings), other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to information already in the public prior to its disclosure to the Executive; domain, (ii) becomes generally known information of a type not considered confidential by Persons engaged in the same business or a business similar to the public subsequent to disclosure to the Executive through no wrongful act of the Executive that conducted by CBI or any representative of the Executive; or Subsidiary, (iii) the information that Executive is required to disclose by applicable law, regulation or legal process under the following circumstances: (provided that A) at the Executive provides the Company with prior notice express direction of the contemplated disclosure and cooperates with the Company at its expense in seeking any authorized governmental authority; (B) pursuant to a protective order subpoena or other appropriate protection of such information). Unless this Agreement is court process; (C) as otherwise required by law or the rules, regulations, or orders of any applicable regulatory body; or (D) as otherwise necessary, in the opinion of counsel for Executive, to be disclosed under applicable lawby Executive in connection with any legal action or proceeding involving Executive and CBI or any Subsidiary in his capacity as an employee, rule or regulationofficer, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisorsdirector, or prospective future employers solely for the purpose stockholder of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally CBI or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, stateSubsidiary, or local government official(iv) during the period of his employment by CBCC, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose such confidential information to another employee of CBI or any Subsidiary or to representatives or agents of CBI or any Subsidiary (such as independent accountants and legal counsel) when such disclosure is reasonably necessary or appropriate in connection with the Company’s trade secrets performance by Executive of his duties on behalf of CBI or any Subsidiary. Executive shall, at any time requested by CBI (either during or within two years after the termination of Executive's employment with CBCC), promptly deliver to CBI all memoranda, notes, reports, lists and other documents (and all copies thereof) relating to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files business of CBI or any document containing the trade secret Subsidiary which Executive may then possess or have under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reasonhis control.

Non-Disclosure. The Executive agrees that the Executive will (a) Except as otherwise provided in this Section -------------- 5.2, Employee shall not, directly during or indirectly, use, make available, sellafter the Employment Period, disclose any confidential or otherwise communicate proprietary information of the Company or of its affiliates to any person, firm, corporation, association or other entity (other than the Company, its affiliates, officers or employees thereof) for any reason or purpose whatsoever (other than in the normal course of business on a need to know basis after Employee has received assurances that the Executive’s assigned duties and confidential or proprietary information shall be kept confidential), nor shall Employee make use of any such confidential or proprietary information for his own purpose or for the benefit of the Companyany person, either during the period of the Executive’s employment or service or at any time thereafterfirm, any Confidential Information corporation or other entity, except the Company or its affiliates. As used herein, the term "confidential or proprietary information" means all information received from third parties subject which is or becomes known to a duty Employee and relates to matters such as trade secrets, research and development activities, business or financing plans, acquisition opportunities, computer software, books and records, customer or potential customer lists (including, without limitation, any list of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (Client Accounts or any predecessorpart thereof). The foregoing will , vendor lists, suppliers, distribution channels, pricing information and private processes as they may exist from time to time; provided that the term "confidential or proprietary information" shall not apply to include information that (i) was known is or becomes generally available to the public prior to its (other than as a result of a disclosure to the Executive; in violation of this Agreement by Employee or a person who received such information from Employee). (iib) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive If Employee is requested or any representative of the Executive; required by law or (iii) the Executive is required judicial order to disclose by applicable lawany confidential or proprietary information, regulation or legal process (provided that the Executive provides Employee shall provide the Company with prior prompt notice of any such request for such information or requirement so that the contemplated disclosure and cooperates Company may seek an appropriate protective order or waiver of Employee's compliance with the provisions of this clause. Employee will not oppose action by, and will cooperate with, the Company to obtain, at its expense in seeking a the Company's expense, an appropriate protective order or other appropriate protection of such reliable assurance that confidential treatment will be accorded the confidential or proprietary information). Unless this Agreement is otherwise required to be disclosed under applicable lawDuring the Employment Period, rule and for matters arising from events or regulationcircumstances occurring during the Employment Period, the terms and conditions of this Agreement Company will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely provide for the purpose defense of disclosing matters arising under this provision. (c) Employee agrees that Employee will promptly and fully disclose to the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made Company (i) all inventions, ideas, trade secrets or know-how (whether patentable or copyrightable or not) made or conceived by Employee (either solely or jointly with others) during the Employment Period and which shall in confidence any way relate to a federal, state, the business conducted or local government official, either directly contemplated to be conducted by the Company or indirectly, or to an attorneyany of its affiliates; and (ii) all tangible work product (whether in the nature of developed ideas, know-how, trade secrets and similar intellectual property) and inventions (whether patentable or copyrightable or not) made or conceived by Employee (either solely for or jointly with others) during the purpose of reporting Employment Period which relates in any way to the business conducted or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation contemplated to be conducted by the Company for reporting a suspected violation or any of lawits affiliates; and all such inventions, ideas, trade secrets and know-how shall be and remain the Executive may disclose sole and exclusive property of the Company’s . At the request of the Company, Employee shall, during the Employment Period, without charge to the Company, but at the expense of the Company, assist the Company in any reasonable way to vest in it title to all such inventions, ideas, trade secrets and know-how and to obtain any patents, trademarks or copyrights thereon in all countries throughout the Executive’s attorney world. In this regard, Employee shall execute and use deliver any and all documents that the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; Company may reasonably request, including applications for patents, copyrights and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reasonassignments thereof.

Non-Disclosure. The Executive Nominee acknowledges and agrees that that, unless otherwise authorized by Pangaea, Nominee will hold in strict confidence and will not use nor disclose to third parties information Nominee receives from Pangaea or any of its agents or representatives or information developed by Nominee based upon such information Nominee receives, except for (a) information which was public at the Executive will nottime of disclosure or becomes part of the public domain without disclosure by Nominee, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, (b) information which Nominee learns from a third party (other than in the course Pangaea or its agents or representatives) which does not have a legal, contractual or fiduciary obligation of the Executiveconfidentiality to Pangaea or its agents or representatives, (c) following Nominee’s assigned duties and for the benefit election as a director of the Company, either during the period of the Executiveinformation which is necessary for Nominee to disclose in order to comply with Nominee’s employment or service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; duties under applicable law or (iiid) the Executive information which is required to disclose be disclosed by applicable law; provided, regulation or legal process that in the event of any required disclosure pursuant to this clause (provided d), Nominee hereby agrees to use commercially reasonable efforts to notify Pangaea promptly so that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking Pangaea may seek a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable lawremedy or, rule or regulationin Pangaea’s sole discretion, waive compliance with the terms and conditions of this Agreement Section 16; provided, further, that in the event that no such protective order or other remedy is obtained, or that Pangaea waives compliance with the terms of this Section 16, Nominee further agrees to furnish only that portion of the confidential information which Nominee is advised by counsel is legally required and will remain strictly confidentialcooperate with Pangaea’s efforts, without incurring any monetary expense, to obtain assurance that confidential treatment will be accorded to the confidential information. Except for disclosures pursuant to clauses (c) and the Executive hereby (d) above, Nominee further agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence make any public statement or any other form of communication relating to a federal, state, or local government official, either directly or indirectly, or to an attorney; the Solicitation without the prior permission of Pangaea and (ii) solely stand for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation election through nomination by the Company for reporting a suspected violation or any other shareholder of lawthe Company (other than Pangaea), as director of the Executive may disclose Company without the Companyprior permission of Pangaea. Nothing in this paragraph shall constrain Nominee’s trade secrets communications with his or her counsel, or prevent Nominee from disclosing information to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension his or termination of this Agreement for any reasonher counsel.

Non-Disclosure. The Executive hereby acknowledges and agrees that the Bank and its affiliates have developed and own valuable information described above as Trade Secrets and Confidential Information. Executive acknowledges and agrees that all such Trade Secrets and Confidential Information are valuable assets of the Bank, and if developed by Executive, are developed by Executive in the course of Executive’s employment with the Bank, and are the sole property of the Bank. Executive agrees that the Executive will notnot use for his own benefit or the benefit of anyone other than the Bank and will not divulge or otherwise disclose to any third party, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, any Confidential Information or other confidential Trade Secrets, except to the extent such use or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that disclosure is (i) was known required by applicable law or in response to the public prior to its disclosure to the Executive; a lawful inquiry from a governmental or regulatory authority, (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; lawfully obtainable from other sources, or (iii) authorized by the Executive is required to disclose by applicable law, regulation or legal process (provided Bank. The parties acknowledge and agree that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidentialnot intended to, and does not, alter either the Bank’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets or unfair trade practices. Notwithstanding anything herein or in any other agreement with or policy of the Bank to which Executive hereby agrees not to disclose the terms and conditions hereof is or was subject, nothing herein or therein shall (i) prohibit Executive from making reports of possible violations of federal law or regulation to any person governmental agency or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified entity in accordance with the Defend Trade Secrets provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 2016 that 1934 or Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) require notification or prior approval by the Bank of any reporting described in clause (i). Furthermore, Executive will shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) that is made (i) in confidence to a federal, state, state or local government official, either directly or indirectly, or to an attorney; and (ii) , in each case, solely for the purpose of reporting or investigating a suspected violation of law; law or (bii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that , if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret such filings are made under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reason.

Non-Disclosure. The Executive agrees that (a) Except (i) with the Executive will notprior written consent of the Adviser in each instance or (ii) as may be necessary to perform the Subadviser's services hereunder or (iii) as may be required by law or as directed by a court of competent jurisdiction, governmental agency or self-regulatory organization, the Subadviser shall not disclose, use, publish, or in any other manner reveal, directly or indirectly, at any time during the term of this Agreement (including any renewal or extension thereof) and continuing for a period of five years thereafter, any confidential information relating to the Adviser or any subsidiary or affiliate thereof, including confidential information relating to investors in FEFA (regardless of whether such investor information is presented on an investor-by-investor basis, aggregated or presented as a composite or otherwise) acquired by it prior to, during the course of, or incident to, its appointment hereunder; provided, however, that nothing contained in this Section 11 shall prevent the Subadviser from soliciting any FEFA Investor at any time using any means, unless such solicitation (including the period during which such solicitation may be made) or means are proscribed by Section 10 hereof. If the Subadviser determines that as a matter of law it is required to disclose any such confidential information or if the Subadviser is directed by a court of competent jurisdiction, governmental agency or self-regulatory organization to disclose any such confidential information, it shall promptly give the Adviser written notice thereof and will use reasonable efforts (at no cost to the Subadviser) to assist the Adviser in seeking an appropriate protective order or other reasonable assurances as to the treatment of any such required or directed disclosure. Notwithstanding the first sentence of this paragraph, but subject to the exceptions thereto, personally identifiable financial information relating to investors in FEFA shall at all times during the term of this Agreement (including any extension or renewal hereof) and at any time thereafter be maintained in accordance with the principles of the Trust's privacy policies as described in the Prospectus for the Trust from time to time. (b) Except (i) with the prior written consent of the Subadviser in each instance or (ii) for the sole and exclusive purpose of the Adviser exercising its obligations under the Investment Advisory Agreement or its fiduciary duties in providing investment advisory services to the Trust or (iii) as may be required by law or as directed by a court of competent jurisdiction, governmental agency or self-regulatory organization, the Adviser shall not disclose, use, make availablepublish, sellor in any other manner reveal, disclose directly or indirectly, at any time during the term of this Agreement (including any renewal or extension thereof) and continuing for a period of five years thereafter, any confidential information relating to the Subadviser or any subsidiary or affiliate thereof provided to or otherwise communicate to any person, other than in obtained by the Adviser during the course of or in connection with the Executive’s assigned duties Subadviser's appointment hereunder. If the Adviser determines that as a matter of law it is required to disclose any such confidential information or if the Adviser is directed by a court of competent jurisdiction, governmental agency or self-regulatory organization to disclose any such confidential information, it shall promptly give the Subadviser written notice thereof and for will use reasonable efforts (at no cost to the benefit of Adviser) to assist the Company, either during the period of the Executive’s employment or service or at any time thereafter, any Confidential Information Subadviser in seeking an appropriate protective order or other reasonable assurances as to the treatment of any such required or directed disclosure. (c) For purposes of this Agreement, the term "confidential or proprietary information" does not include information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known becomes generally available to the public prior other than as a result of a disclosure by the party otherwise owing an obligation of confidentiality as to its disclosure to such information (or by the Executive; officers, employees or agents of such party), or (ii) becomes generally known available to the public subsequent party otherwise owing an obligation of confidentiality as to disclosure such information (or by the officers, employees or agents of such party) on a non-confidential basis from a source other than the party to which such obligation is owed (or its officers, employees or agents) provided in each such case that such source is not known by the party otherwise owing such obligation to be bound by a confidentiality agreement with or other obligation of secrecy to the Executive through no wrongful act of the Executive party to which such obligation is owed or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person subsidiary or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reasonaffiliate thereof.

Non-Disclosure. The Executive Nominee acknowledges and agrees that to hold in strict confidence and will not use nor disclose to third parties information Nominee receives from Sachem Head or any of its agents or representatives or information developed by Nominee based upon such information Nominee receives from Sachem Head or any of its agents or representatives, except for (a) information which was public at the Executive will nottime of disclosure or becomes part of the public domain without disclosure by Nominee, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, (b) information which Nominee learns from a third party (other than in the course Sachem Head or its agents or representatives) which does not have a legal, contractual or fiduciary obligation of the Executiveconfidentiality to Sachem Head or its agents or representatives, (c) following Nominee’s assigned duties and for the benefit election as a director of the Company, either during the period of the Executiveinformation which is necessary for Nominee to disclose in order to comply with Nominee’s employment or service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; fiduciary duties under applicable law or (iiid) the Executive information which is required to disclose be disclosed by applicable law; provided, regulation or legal process that in the event of any required disclosure pursuant to this clause (provided d), Nominee hereby agrees to use commercially reasonable efforts to notify Sachem Head promptly so that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking Sachem Head may seek a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable lawremedy or, rule or regulationin Sachem Head’s sole discretion, waive compliance with the terms and conditions of this Agreement Section 16; provided, further, that in the event that no such protective order or other remedy is obtained, or that Sachem Head waives compliance with the terms of this Section 16, Nominee further agrees to furnish only that portion of the confidential information which Nominee is advised by counsel is legally required and will remain strictly confidentialcooperate with Sachem Head’s efforts, and without incurring any monetary expense, to obtain assurance that confidential treatment will be accorded to the Executive hereby confidential information. Nominee further agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence make any public communication relating to a federal, state, or local government official, either directly or indirectly, or to an attorney; the Solicitation without the prior permission of Sachem Head and (ii) solely stand for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation election through nomination by the Company for reporting a suspected violation or any other shareholder of lawthe Company (other than Sachem Head), as director of the Executive may disclose Company without the Company’s trade secrets to the Executive’s attorney and use the trade secret information prior permission of Sachem Head. Nothing in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration16 shall constrain Nominee’s communications with his or her counsel, suspension or termination of this Agreement for any reasonprevent Nominee from disclosing information to his or her counsel.

Non-Disclosure. The Executive Parties hereto agree that for a period of 5 (five) years from the date hereof, Recipient and/or any of its Representatives shall: use the Confidential Information solely for the purpose of evaluating the possibility of the Transaction; keep confidential any Confidential Information; not copy, reproduce, retransmit, display or publish any Confidential Information without prior written consent of Owner; not disclose or use for their own benefit or for anyone’s benefit any of the Confidential Information in any manner whatsoever, regardless of whether such Representatives have signed a confidentiality agreement; not make any commercial use of Confidential Information; Recipient may disclose Confidential Information only: to such of its Representatives who need such information for the sole purpose of evaluating the possibility of the Transaction (it being understood that such Representatives shall be informed by Recipient of the confidential nature of such information and shall be directed by Recipient to treat such information as confidential); as otherwise permitted in this Agreement; and in all other cases, only if and to the extent that Owner gives its prior written consent to such disclosure. All Confidential Information shall be kept and maintained at a safe place, adequately protected to assure that no unauthorized person have access to the Confidential Information. Recipient agrees that it will be fully responsible for any breach of any of the Executive will notprovisions of this Agreement by any of its Representatives and agrees to take, directly at its sole expense, all reasonable measures to restrain its Representatives from prohibited or indirectlyunauthorized disclosure or use of the Confidential Information (including, usewithout limitation, make availablethe initiation of appropriate court proceedings). Recipient hereto agrees that, sellwithout the prior written consent of Owner, Recipient and/or its Representatives shall not disclose or otherwise communicate to any person, other than in as permitted by this Agreement, the course fact that the Confidential Information has been made available to Recipient, the fact that discussions or negotiations are taking place concerning the possibility of the Executive’s assigned duties Transaction between the Parties or the existence of this Agreement; provided, however, that Recipient may make such disclosure if required by law, upon a good faith and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality written confirmation of such information, and legal requirement from an outside counsel (in which event Recipient shall use all reasonable efforts to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to the public consult with Owner as early as possible prior to its any such disclosure to regarding the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable lawnature, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure timing, extent and cooperates with the Company at its expense in seeking a protective order or other appropriate protection form of such informationdisclosure). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reason.

Non-Disclosure. The Executive acknowledges that during his employment he will learn and have access to confidential information regarding the Company and the Bank and its customers and businesses (“Confidential Information”). Executive agrees that the Executive will not, directly or indirectly, use, make available, sell, and covenants not to disclose or otherwise communicate to any personuse for his own benefit, other than in the course of the Executive’s assigned duties and for or the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family membersany such Confidential Information, legal advisors unless or personal tax until the Company or financial advisorsthe Bank consents to such disclosure or use, or prospective future employers solely such information becomes common knowledge in the industry or is otherwise legally in the public domain. Executive shall not knowingly disclose or reveal to any unauthorized person any Confidential Information relating to the Company, the Bank, or any subsidiaries or affiliates, or to any of the businesses operated by them, and Executive confirms that such information constitutes the exclusive property of the Company and the Bank. Executive shall not otherwise knowingly act or conduct himself (1) to the material detriment of the Company or the Bank, or its subsidiaries, or affiliates, or (2) in a manner which is inimical or contrary to the interests of the Company or the Bank. Notwithstanding the foregoing, it shall not be a breach of this Section 7(c) for Executive to disclose Confidential Information to the purpose of disclosing the limitations on the Executive’s conduct imposed extent that disclosure is (A) requested by the Company or its affiliates or (B) required by a court or other governmental agency of competent jurisdiction. The provisions of this Agreement whoSection 7(c) shall survive the expiration of this Agreement. Notwithstanding anything herein to the contrary, in each case, agree to keep such information confidential. The the Executive is hereby notified notified, in accordance with the Defend Trade Secrets Act of 2016 2016, that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive he files a lawsuit for retaliation by the Company Employer for reporting a suspected violation of law, the Executive may disclose the CompanyEmployer’s trade secrets to the Executive’s his attorney and use the trade secret information in the court proceeding if the Executive: Executive (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The Further, notwithstanding anything in this Agreement to the contrary, nothing contained herein prohibits the Executive from reporting, without the prior authorization of the Employer and without notifying the Employer, possible violations of federal law or regulation to the United States Securities and Exchange Commission, the United States Department of Justice, the United States Congress or other governmental agency having apparent supervisory authority over the business of the Employer, or making other disclosures that are protected under the whistleblower provisions of this Section 7.3 will survive the expiration, suspension Federal law or termination of this Agreement for any reasonregulation.

Non-Disclosure. The Executive agrees Employee recognizes and acknowledges that the Executive will Confidential Information constitutes valuable, special, and unique assets of the GCM Group because, among other reasons, such Confidential Information (i) has been developed at substantial expense and effort over a period of many years, (ii) constitutes a material competitive advantage for the Grosvenor Parties which is not known to the general public or competitors, (iii) could not be duplicated by others without extraordinary expense, effort and time, (iv) constitutes “trade secrets” as such term is used in the Illinois Trade Secrets Act (and counterpart statutes of other states where the Grosvenor Parties conduct business) or (v) is information of a private nature. Employee shall not, either before or at any time after the Employment Termination Date for any reason or under any circumstance, use for Employee’s benefit or disclose to or use for the benefit of any other Person, any Confidential Information for any reason or purpose whatsoever, directly or indirectly, use, make available, sell, disclose except as may be required or otherwise communicate appropriate pursuant to any personEmployee’s employment by Employer, unless and until such Confidential Information becomes public or generally available to Persons other than the Grosvenor Parties other than as a consequence of the breach by Employee of Employee’s confidentiality obligations hereunder (after which such public or otherwise generally available information shall no longer be deemed to be Confidential Information). Notwithstanding the foregoing, if Employee is, in the course opinion of the Executive’s assigned duties and for the benefit of the Companycounsel acceptable to Employer, either during the period of the Executive’s employment or service or at any time thereafter, any compelled by law to disclose Confidential Information or else stand liable for contempt or suffer other confidential censure or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of penalty, Employee may disclose such information, provided, however, that Employee shall promptly notify Employer of such requirement so that Employer may seek a protective order. Nothing in this §8 or otherwise in this Agreement prohibits Employee from reporting possible violations of applicable federal law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable federal law or regulation. Employee does not need Employer’s prior authorization to make any such reports or disclosures, and Employee is not required to use notify Employer that Employee has made such information only for certain limited purposesreports or disclosures. Employee also expressly acknowledges that Performance Records constitute Confidential Information. For the avoidance of doubt, in each caseEmployee agrees that “Performance Records” means the financial performance, which has been obtained by the Executive during the Executive’s employment or service by the Company (track record, investment decisions and analysis or any predecessor). The foregoing will not apply to related information that (whether alone or in aggregate or composite form) of (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive any current former or any representative of the Executive; future Investment Product or (iii) the Executive is required to disclose by applicable law, regulation account managed or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either advised directly or indirectlyindirectly by a GCM Group entity (a “GCM Grosvenor Fund”), irrespective of inception date, investment date or to an attorney; date on which a GCM Group entity began managing or advising any such GCM Grosvenor Fund, and (ii) solely for any current, former or future investment made by a GCM Group entity, irrespective of the purpose investment date of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceedingsuch investment. The Executive parties expressly acknowledge that Performance Records are the exclusive property of Employer (even if they are otherwise publicly available), and Employee is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may not authorized to use or disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement them for any reasonreason other than the Employer’s legitimate business purposes.

Non-Disclosure. The Executive agrees that During and after the Executive’s employment with the Company or Company Affiliates, the Executive will notnot knowingly, directly or indirectlyindirectly through an intermediary, use, make available, sell, disclose or otherwise communicate to transfer any person, Company Confidential Information other than as authorized in writing by the course Company or Company Affiliates, or if such use, disclosure or transfer is during such employment and within the scope of the Executive’s assigned duties with the Company or Company Affiliates as determined reasonably and for in good faith by the benefit Executive. For the avoidance of the Companydoubt, either during the period of if, following the Executive’s termination of employment hereunder for any reason, the Executive becomes employed or engaged by a money or asset management business, including, without limitation, a private equity or hedge fund business engaged in the management of alternative investments, then the Executive shall not, during or after such employment or service or at engagement, use any time thereafter, any Company Confidential Information or other confidential disclose or proprietary information received from third parties subject transfer any Company Confidential Information to a duty any such money or asset management business. Anything herein to the contrary notwithstanding, the provisions of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will this Section 8(a) shall not apply to information that (i) was known when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the public prior Executive to its disclosure to the Executivedisclose or make accessible any information; (ii) with respect to any other litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement; (iii) as to information that becomes generally known to the public subsequent or within the relevant trade or industry other than due to disclosure the Executive’s violation of this Section 8(a); (iv) as to information that is or becomes available to the Executive through no wrongful act of the Executive or any representative of on a non-confidential basis from a source which is entitled to disclose it to the Executive; or (iiiv) as to information that the Executive possessed prior to the commencement of employment with the Company. In the event the Executive is required or compelled by legal process to disclose by applicable lawany Company Confidential Information, he will immediately inform the Company so that the Company may present and preserve any objections that it may have to such disclosure and/or seek an appropriate protective order. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit the Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. The Executive does not need the prior authorization of the Company’s legal process (provided department to make any such reports or disclosures and the Executive is not required to notify the Company that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order has made such reports or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reasondisclosures.

Non-Disclosure. The Executive Each of the Noteholders agrees that the Executive will not, directly or indirectly, use, make available, sell, disclose or it and any of its representatives shall hold in strict confidence (except as otherwise communicate to required by law) any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, any Confidential Information or other confidential or proprietary information obtained from the Company and its Subsidiaries that has been conspicuously marked "confidential". Information disclosed to or generally known in the industry or obtained or developed by any Noteholder based on information received from third parties subject Persons who had a right to a duty disclose the same to the Noteholders shall not be (and shall not be deemed to be) confidential or proprietary information. Each Noteholder shall hold all confidential information obtained by such Noteholder pursuant to the requirements of the Company’s this Agreement in accordance with such Noteholder's customary procedures for handling confidential information of this nature; provided, however, each Noteholder may disclose such confidential information (a) to its examiners, affiliates, outside auditors, counsel and its subsidiaries’ other professional advisors, (b) to any Noteholder, or (c) to any prospective holder of Senior Notes, provided that such prospective holder shall have executed and affiliates’ part to maintain the confidentiality of such informationdelivered, and otherwise be bound by, a confidentiality agreement in form and substance substantially similar to use such information only for certain limited purposesExhibit 6.14, in each caseand (d) as required or requested by any Governmental Authority or representative thereof or pursuant to legal process; provided, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information further that (i) was known unless specifically prohibited by applicable law or court order, each Noteholder shall use commercially reasonable efforts to give the Company prompt notice of the applicable request for disclosure of such non-public prior information so that the Company may seek an appropriate protective court order (A) by a governmental authority or representative thereof (other than any such request in connection with an examination of the financial condition of such Noteholder by such governmental authority) or (B) pursuant to its disclosure to the Executive; legal process, (ii) becomes generally known if, in the absence of a protective order any Noteholder is compelled to disclose any such non-public information, such Noteholder shall use commercially reasonable efforts to provide notice to the public subsequent to disclosure Company of the information so disclosed prior to the Executive through no wrongful act of the Executive or any representative of the Executive; or disclosure thereof, and (iii) the Executive is required in no event shall any Noteholder be obligated to disclose return any materials furnished by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice or any of its Subsidiaries other than those instruments in possession of any Noteholder evidencing the contemplated disclosure Senior Notes Obligations once the Senior Notes Obligations (including the Guaranteed Obligations) have been paid in full in cash and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified has been terminated in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reasonits terms.

Non-Disclosure. The Executive agrees that During and after Employee’s employment with the Executive Employer, Employee will not, directly or indirectly, not knowingly use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, transfer any Confidential Information other than as specifically and expressly authorized in writing by the Employer or other confidential or proprietary information received from third parties subject to a duty as reasonably necessary for the exercise of Employee’s job duties in the best interests of the Company’s Employer and its subsidiaries’ and affiliates’ part Affiliates. Anything herein to maintain the confidentiality contrary notwithstanding, the provisions of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will this Section 8(a) shall not apply to information that (i) was known when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to the public prior order Employee to its disclosure to the Executivedisclose or make accessible any information; (ii) to the extent necessary in connection with any other litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement; (iii) as to information that becomes generally known to the public subsequent or within the relevant trade or industry other than due to disclosure to the Executive through no wrongful act Employee’s violation of the Executive or any representative of the Executivethis Section 8(a); or (iiiiv) the Executive as to information that is required or becomes available to Employee on a non-confidential basis from a source that is entitled to disclose by applicable lawit to Employee. Further, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (aA) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; , and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (bB) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. The Executive is further notified that if the Executive If Employee files a lawsuit for retaliation by the Company for an employer of reporting a suspected violation of law, the Executive law may disclose the Company’s trade secrets secret to the ExecutiveEmployee’s attorney and use the trade secret information in the court proceeding proceeding, if the Executive: Employee and/or Employee’s attorney (ax) files any document containing the trade secret under seal; and (by) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reason.

Non-Disclosure. The Executive agrees (a) To the extent that, before or after the Start Date of Term, Consultant comes into possession of any proprietary or confidential information regarding (i) the Company or any party related to or affiliated with Company (collectively, the “Nexeo Group”), (ii) TPG Global, LLC (“TPG”) or any entity related to or affiliated with TPG (collectively, the “TPG Group”) or (iii) any entity, business or enterprise that a member of the Executive will notNexeo Group or the TPG Group may be evaluating for any reason whatsoever (each, a “Target”) (such information collectively referred to herein as “Confidential Information”), neither Consultant nor any party related to or affiliated with Consultant shall, during the Term and for a period of five (5) years thereafter, directly or indirectly, use, make available, sell, indirectly disclose or otherwise communicate to any personthird party any Confidential Information, other than in the course of the Executive’s assigned duties and for the benefit of the except that with respect to Confidential Information relating to Company, either during the period of the Executive’s employment or service or at any time thereafter, any Consultant may disclose such Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that Information: (i) was known to the public prior to its disclosure to the Executiveas required by law; (ii) to the extent it becomes generally known available to the public subsequent to disclosure to the Executive through no wrongful act without breach of the Executive or any representative of the Executivethis Agreement; or and (iii) the Executive is required to disclose by applicable law, regulation or legal process if received lawfully from a third party (provided that the Executive provides the Company with prior notice other than from a member of the contemplated disclosure and cooperates with Nexeo Group or the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, TPG Group) that has no legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree obligation to keep such information confidential. The Executive In the event that Consultant is hereby notified in accordance required by legal process to disclose Confidential Information, Consultant shall, to the extent legally permissible to do so at any time, immediately advise Company and, if requested, Consultant shall cooperate with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence Company to a federal, state, or local government official, either directly or indirectly, or to an attorney; limit and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or shield such disclosure. (b) Consultant acknowledges that the Confidential Information may constitute material, non-public information. Consultant is made aware that the securities laws of the United States and other relevant jurisdictions prohibit any person who has material, non-public information concerning the issuer of publicly traded securities from purchasing or selling such securities or from communicating such information to any other person when it is reasonably foreseeable that such person is likely to purchase or sell such securities. (c) Company, TPG, any Target and each of their respective related or affiliated parties shall be entitled to injunctive relief, to which Consultant hereby consents, and all other relief available at law or in a complaint equity to prevent or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files remedy any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions breach of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reason3.

Non-Disclosure. The Executive agrees that hereby agrees, during the Executive term of this Agreement, he will not, directly or indirectly, use, make available, sell, not disclose to any person or otherwise communicate to use or exploit any personproprietary or confidential information, including, without limitation, trade secrets, processes, records of research, proposals, reports, methods, processes, techniques, computer software or programming, or budgets or other than in the course of the Executive’s assigned duties and for the benefit of financial information, regarding the Company, either during the period Parent or any of the Executive’s employment their respective subsidiaries or service any of their respective businesses, properties, customers or affairs (collectively, "Confidential Information") obtained by him at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the term, except to the extent required by Executive’s employment or service by 's performance of his assigned duties. Notwithstanding anything herein to the Company (or any predecessor). The foregoing will contrary, the term "Confidential Information" shall not apply to include information that which (i) was known is or becomes generally available to the public other than as a result of disclosure by Executive in violation of this Agreement, (ii) is or becomes available to Executive on a non-confidential basis from a source other than the Company, the Parent or any of their respective subsidiaries, provided that such source is not known by Executive to be furnishing such information in violation of a confidentiality agreement with or other obligation of secrecy to the Company, the Parent or any of their respective subsidiaries, (iii) has been made available, or is made available, on an unrestricted basis to a third party by the Company, by an individual authorized to do so or (iv) is known by Executive prior to its disclosure to the Executive; (ii) becomes generally known . Executive may use and disclose Confidential Information to the public subsequent extent necessary to disclosure assert any right or defend against any claim arising under this Agreement or pertaining to Confidential Information or its use, to the Executive through no wrongful act extent necessary to comply with any applicable statute, constitution, treaty, rule, regulation, ordinance or order, whether of the Executive United States, any state thereof, or any representative other jurisdiction applicable to Executive, or if Executive receives a request to disclose all or any part of the Executive; information contained in the Confidential Information under the terms of a subpoena, order, civil investigative demand or (iii) the Executive is required to disclose similar process issued by applicable lawa court of competent jurisdiction or by a governmental body or agency, regulation or legal process (provided that the Executive provides the Company with prior notice whether of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order United States or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisorsstate thereof, or prospective future employers solely for the purpose of disclosing the limitations on the any other jurisdiction applicable to Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reason.

Non-Disclosure. The Executive Each Bank agrees for itself that it shall use reasonable efforts in accordance with its customary procedures to hold confidential all non-public information obtained from the Executive will notCrescent REIT, directly Borrower or indirectlyany Guarantor that has been identified verbally or in writing as confidential by any of them, use, make available, sell, and shall use reasonable efforts in accordance with its customary procedures to not disclose or otherwise communicate such information to any personother Person, it being understood and agreed that, notwithstanding the foregoing, a Bank may make (a) disclosures to its participants (provided such Persons are advised of the provisions of this Section 32), (b) disclosures to its directors, officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors of such Bank (provided that such Persons who are not employees of such Bank are advised of the provision of this Section 32), (c) disclosures customarily provided or reasonably required by any potential or actual bona fide assignee, transferee or participant or their respective directors, officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors in connection with a potential or actual assignment or transfer by such Bank of any Loans or any participations therein (provided such Persons are advised of the provisions of this Section 32), (d) disclosures to bank regulatory authorities with jurisdiction over such Bank, or (e) disclosures required or requested by any other governmental authority or representative thereof or pursuant to legal process; provided that, unless specifically prohibited by applicable law or court order, each Bank shall notify Crescent OP of any request by any governmental authority or representative thereof prior to disclosure (other than any such request in the course connection with any examination of the Executive’s assigned duties and such Bank by such government authority) for the benefit disclosure of the Company, either during the period of the Executive’s employment or service or at any time thereafter, any Confidential Information or other confidential or proprietary such non-public information received from third parties subject prior to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality disclosure of such information. In addition, and to use each Bank may make disclosure of such information only for certain limited purposes, to any contractual counterparty in each case, which has been obtained by the Executive during the Executive’s employment swap agreements or service by the Company such contractual counterparty's professional advisors (so long as such contractual counterparty or any predecessor). The foregoing will not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required professional advisors agree to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed bound by the provisions of this Agreement who, in each case, agree to keep Section 32). Non-public information shall not include any information which is or subsequently becomes publicly available other than as a result of a disclosure of such information confidential. The Executive by a Bank, or prior to the delivery to such Bank is hereby notified in accordance within the possession of such Bank if such information is not known by such Bank to be subject to another confidentiality agreement with or other obligations of secrecy to Crescent REIT, the Borrower or the Guarantors, or is disclosed with the Defend Trade Secrets Act prior approval of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for Crescent OP. Nothing herein shall prohibit the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets non-public information to the Executive’s attorney and use extent necessary to enforce the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reasonLoan Documents.

Non-Disclosure. The Executive agrees Employee recognizes and acknowledges that the Executive will Confidential Information constitutes valuable, special, and unique assets of the GCM Group because, among other reasons, such Confidential Information (i) has been developed at substantial expense and effort over a period of many years, (ii) constitutes a material competitive advantage for the Grosvenor Parties which is not known to the general public or competitors, (iii) could not be duplicated by others without extraordinary expense, effort and time, (iv) constitutes “trade secrets” as such term is used in the Illinois Trade Secrets Act (and counterpart statutes of other states where the Grosvenor Parties conduct business) or (v) is information of a private nature. Employee shall not, either before or at any time after the termination of his/her employment for any reason or under any circumstance, use for Employee’s benefit or disclose to or use for the benefit of any other Person, any Confidential Information for any reason or purpose whatsoever, directly or indirectly, use, make available, sell, disclose except as may be required or otherwise communicate appropriate pursuant to any personhis/her employment by Employer, unless and until such Confidential Information becomes public or generally available to Persons other than the Grosvenor Parties other than as a consequence of the breach by Employee of his/her confidentiality obligations hereunder (after which such public or otherwise generally available information shall no longer be deemed to be Confidential Information). Notwithstanding the foregoing, if Employee is, in the course opinion of the Executive’s assigned duties and for the benefit of the Companycounsel acceptable to Employer, either during the period of the Executive’s employment or service or at any time thereafter, any compelled by law to disclose Confidential Information or else stand liable for contempt or suffer other confidential censure or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of penalty, Employee may disclose such information, provided, however, that Employee shall promptly notify Employer of such requirement so that Employer may seek a protective order. Nothing in this §8 or otherwise in this Agreement prohibits Employee from reporting possible violations of applicable federal law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable federal law or regulation. Employee does not need Employer’s prior authorization to make any such reports or disclosures, and Employee is not required to use notify Employer that Employee has made such information only for certain limited purposesreports or disclosures. Employee also expressly acknowledges that Performance Records constitute Confidential Information. For the avoidance of doubt, in each caseEmployee agrees that “Performance Records” means the financial performance, which has been obtained by the Executive during the Executive’s employment or service by the Company (track record, investment decisions and analysis or any predecessor). The foregoing will not apply to related information that (whether alone or in aggregate or composite form) of (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive any current former or any representative of the Executive; future Investment Product or (iii) the Executive is required to disclose by applicable law, regulation account managed or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either advised directly or indirectlyindirectly by a GCM Group entity (a “GCM Grosvenor Fund”), irrespective of inception date, investment date or to an attorney; date on which a GCM Group entity began managing or advising any such GCM Grosvenor Fund, and (ii) solely for any current, former or future investment made by a GCM Group entity, irrespective of the purpose investment date of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceedingsuch investment. The Executive parties expressly acknowledge that Performance Records are the exclusive property of Employer (even if they are otherwise publicly available), and Employee is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may not authorized to use or disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement them for any reasonreason other than the Employer’s legitimate business purposes.

Non-Disclosure. The Executive Nominee acknowledges and agrees that to hold in strict confidence and will not use nor disclose to third parties information Nominee receives from Sachem Head or any of its agents or representatives or information developed by Nominee based upon such information Nominee receives from Sachem Head or any of its agents or representatives, except for (a) information which was public at the Executive will nottime of disclosure or becomes part of the public domain without disclosure by Nominee, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, (b) information which Nominee learns from a third party (other than in the course Sachem Head or its agents or representatives) which does not have a legal, contractual or fiduciary obligation of the Executiveconfidentiality to Sachem Head or its agents or representatives, (c) following Nominee’s assigned duties and for the benefit election as a director of the Company, either during the period of the Executiveinformation which is necessary for Nominee to disclose in order to comply with Nominee’s employment or service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; fiduciary duties under applicable law or (iiid) the Executive information which is required to disclose be disclosed by applicable law; provided, regulation or legal process that in the event of any required disclosure pursuant to this clause (provided d), Nominee hereby agrees to use commercially reasonable efforts to notify Sachem Head promptly so that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking Sachem Head may seek a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable lawremedy or, rule or regulationin Sachem Head’s sole discretion, waive compliance with the terms and conditions of this Agreement Section 16; provided, further, that in the event that no such protective order or other remedy is obtained, or that Sachem Head waives compliance with the terms of this Section 16, Nominee further agrees to furnish only that portion of the confidential information which Nominee is advised by counsel is legally required and will remain strictly confidentialcooperate with Sachem Head’s efforts, and without incurring any monetary expense, to obtain assurance that confidential treatment will be accorded to the Executive hereby confidential information. Nominee further agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence make any public communication relating to a federal, state, or local government official, either directly or indirectly, or to an attorney; the Solicitation without the prior permission of Sachem Head and (ii) solely stand for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation election through nomination by the Company for reporting a suspected violation or any other stockholder of lawthe Company (other than Sachem Head), as director of the Executive may disclose Company without the Company’s trade secrets to the Executive’s attorney and use the trade secret information prior permission of Sachem Head. Nothing in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration16 shall constrain Nominee’s communications with his or her counsel, suspension or termination of this Agreement for any reasonprevent Nominee from disclosing information to his or her counsel.

Non-Disclosure. The Executive agrees that, during the Employment Period, the Company, the DMV Portfolio and the TCV Entities shall provide Executive with access to certain confidential, proprietary and/or trade secret information concerning the Company, the DMV Portfolio and the TCV Entities (“Confidential Information”). Confidential Information includes, but is not limited to, proprietary technology, trade secrets, operating procedures and methods of operation, financial statements and other financial information, market studies and forecasts, target markets, advertising techniques, competitive analyses, pricing policies and information, product information, product designs, manufacturing processes, cost information, customer information, customer preferences, the substance of agreements with customers, vendors, referral sources and others, marketing and similar arrangements, servicing and training programs and arrangements, and any other documents embodying confidential, proprietary or trade secret information. Executive acknowledges and agrees that disclosing this Confidential Information to third parties would be detrimental to the Company, the DMV Portfolio and the TCV Entities and could place the Company, the DMV Portfolio and the TCV Entities at a competitive disadvantage. Executive agrees that the Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either he shall not during the period of the Executive’s employment or service Employment Period or at any time thereafter, directly or indirectly, disclose to any person or entity any Confidential Information or other confidential use any such information in any employment, work or proprietary information received from third parties subject to a duty business, except in furtherance of Executive’s job duties on behalf of the Company’s , the DMV Portfolio and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor)TCV Entities. The foregoing will Confidential Information does not apply to information that include: (i) was known any information that is or becomes generally available to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family membersas a result of an unauthorized disclosure, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, by Executive and Executive has no reason to believe was made public as a result of an unauthorized disclosure, or to an attorney; and (ii) solely for any information obtained by Executive from a third party which Executive has no reason to be believe is violating any obligation of confidentiality to the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of lawCompany, the DMV Portfolio or the TCV Entities. Executive may disclose the Company’s trade secrets acknowledges and agrees that his confidentiality obligations shall apply to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant all Confidential Information no matter when he obtained such knowledge or access to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reasonsuch Confidential Information.

Non-Disclosure. The Executive agrees that the Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive he or she files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executivehe: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reason.

Non-Disclosure. The Executive Nominee acknowledges and agrees that to hold in strict confidence and will neither use nor disclose to third parties, information Nominee receives from Politan or any of Politan’s affiliates or any of their respective employees, partners, consultants, agents or counsel (collectively, “Representatives”) or information developed by Nominee based upon such information, including without limitation all information relating to the Executive will notSolicitation which is non-public, directly confidential or indirectlyproprietary in nature, useexcept for (a) information which was public at the time of disclosure or becomes part of the public domain without disclosure by Nominee, make available, sell, disclose or otherwise communicate to any person, (b) information which ▇▇▇▇▇▇▇ learns from a third party (other than in the course Politan or its Representatives) which does not have a legal, contractual or fiduciary obligation of the Executiveconfidentiality to Politan or any of Politan’s assigned duties and for the benefit respective Representatives, (c) following Nominee’s election or appointment as a director of the Company, either during the period of the Executiveinformation which is necessary for Nominee to disclose in order to comply with Nominee’s employment or service or at any time thereafterfiduciary duties under applicable law, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iiid) the Executive information which is required to disclose be disclosed by applicable law; provided, regulation or legal process that in the event of any required disclosure pursuant to this clause (provided d), Nominee hereby agrees to promptly notify Politan in writing of such required disclosure so that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking Politan may seek a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable lawremedy or, rule or regulationin ▇▇▇▇▇▇▇’s sole discretion, waive compliance with the terms and conditions of this Agreement Section 17; provided, further, that in the event no such protective order or other appropriate remedy is obtained, or Politan waives compliance with the terms of this Section 17, Nominee further agrees to furnish only that portion of the confidential information which Nominee is reasonably advised by counsel in writing that it is legally required disclose and will remain strictly confidentialcooperate with ▇▇▇▇▇▇▇’s efforts, and without incurring any monetary expense, to obtain assurance that confidential treatment will be accorded to the Executive hereby confidential information. Nominee further agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence make any public communication relating to a federal, state, the Solicitation or local government official, either directly or indirectly, or to an attorney; Politan without the prior written consent of Politan and (ii) solely stand for election to the purpose Board of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation Directors through nomination by the Company for reporting a suspected violation or any other person (other than Politan) without the prior written consent of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information Politan. Nothing in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration17 shall constrain Nominee’s communications with Nominee’s counsel, suspension or termination of this Agreement for any reasonprevent Nominee from disclosing information to Nominee’s counsel.

Non-Disclosure. The Executive agrees that During and after Employee’s employment with the Executive Employer, Employee will not, directly or indirectly, not knowingly use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or service or at any time thereafter, transfer any Confidential Information other than as specifically and expressly authorized in writing by the Employer or other confidential or proprietary information received from third parties subject to a duty as reasonably necessary for the exercise of Employee’s job duties in the best interests of the Company’s Employer and its subsidiaries’ and affiliates’ part Affiliates. Anything herein to maintain the confidentiality contrary notwithstanding, the provisions of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will this Section 8(a) shall not apply to information that (i) was known when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to the public prior order Employee to its disclosure to the Executivedisclose or make accessible any information; (ii) to the extent necessary in connection with any other litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement; (iii) as to information that becomes generally known to the public subsequent or within the relevant trade or industry other than due to disclosure to the Executive through no wrongful act Employee’s violation of the Executive or any representative of the Executivethis Section 8(a); or (iiiiv) the Executive as to information that is required or becomes available to Employee on a non-confidential basis from a source that is entitled to disclose by applicable lawit to Employee. Further, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (aA) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; , and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (bB) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. The Executive is further notified that if the Executive If Employee files a lawsuit for retaliation by the Company for an employer of reporting a suspected violation of law, the Executive law may disclose the Company’s trade secrets secret to the ExecutiveEmployee’s attorney and use the trade secret information in the court proceeding proceeding, if the Executive: Employee and/or Employee’s attorney (ax) files any document containing the trade secret under seal; and and, (by) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reason.​

Non-Disclosure. The Executive agrees and acknowledges that in the Executive will notperformance of her duties, directly she previously had, and may in the future have, access to confidential records and information, including, but not limited to, development, marketing, purchasing, organizational, strategic, financial, managerial, administrative, manufacturing, production, distribution and sales information, data, specifications and processes presently owned or indirectly, use, make available, sell, disclose at any time hereafter developed by the Company or otherwise communicate to its agents or consultants or used presently or at any person, other than time hereafter in the course of its business, that are not otherwise part of the public domain (collectively, the "Confidential Material"). All such Confidential Material is considered secret and has been and/or will be disclosed to you in confidence. By Executive’s assigned duties and for the benefit acceptance of the CompanySeverance Payment, either during she shall be deemed to have acknowledged that the period Confidential Material constitutes propriety information of the Executive’s employment Company which draws independent economic value, actual or service or at any time thereafterpotential, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes being generally known to the public subsequent or to other persons who could obtain economic value from its disclosure or use, and that the Company has taken efforts reasonable under the circumstances to maintain its secrecy. Except in the performance of her duties to the Company, Executive through no wrongful act shall not, directly or indirectly for any reason whatsoever, disclose or use any such Confidential Material that (i) has been publicly disclosed or was within her possession prior to its being furnished to Executive by the Company or becomes available to Executive on a nonconfidential basis from a third party (in any of the such cases, not due to a breach by Executive or her obligations to the Company or by breach of any representative other person of a confidential, fiduciary or confidential obligation, the Executive; breach of which Executive knows or reasonably should know), (ii) is required to be disclosed by Executive pursuant to applicable law, and Executive provides notice to the Company of such requirement as promptly as possible, or (iii) was independently acquired or developed by Executive without violating any of the obligations under this Agreement and without relying on Confidential Material of the Company. All records, files, drawings, documents, equipment and other tangible items, wherever located, relating in any way to the Confidential Material or otherwise to the Company's business, which Executive is required has prepared, used or encountered or shall in the future prepare, use or encounter, shall be and remain the Company's sole and exclusive property and shall be included in the Confidential Material. Upon the Separation Date, or whenever requested by the Company, Executive shall promptly deliver to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice any and all of the contemplated disclosure Confidential Material and cooperates with copies thereof, not previously delivered to the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable lawCompany, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisorsthat may be, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement whoat any previous time has been, in each case, agree to keep such information confidentialher possession or under her control. The Executive is hereby notified obligations in accordance with this section will continue to apply in perpetuity after the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret Separation Date; provided, that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose confidential or proprietary information of the Company to the extent required by law or by any court, arbitrator, or administrative or governmental body, or as reasonably necessary in any legal, arbitration, administrative or governmental proceeding. Executive affirms that such provisions are not unduly burdensome to Executive and are reasonably necessary to protect the legitimate interests of the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reason.

Non-Disclosure. (a.) Executive shall not at any time during or after the termination of his employment, reveal to any person or entity any of the trade secrets or confidential information of the Corporation or of any third party which the Corporation is under an obligation to keep confidential (including, but not limited to, existing and contemplated products, services, contracts, business procedures, inventions, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, pricing, costs, revenues and engineering, manufacturing, testing, operational and marketing plans, proposals and procedures), except as may be required in the ordinary course of performing Executive’s duties as an employee of the Corporation, and Executive shall keep secret all matters entrusted to him and shall not use or attempt to use any such information in any manner which may injure or cause loss or may be calculated to injure or cause loss whether directly or indirectly to the Corporation. (b.) The restrictions set forth in Section 9(a) above shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Executive; (ii) information received from a third party outside of the Corporation that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Corporation; or (iv) information that may be required by law or an order of any court, agency or proceeding to be disclosed; provided that, Executive shall provide the Corporation with written notice of any such required disclosure once Executive has knowledge of it and will help the Corporation at its expense to the extent reasonable to obtain an appropriate protective order. (c.) Executive agrees that the Executive will notduring his employment he shall not take, directly use or indirectlypermit to be used any notes, usememoranda, make availablereports, selllists, disclose records, specifications, software programs, data documentation or otherwise communicate other materials of any nature relating to any person, other than in matter within the course scope of the Executive’s assigned duties and business of the Corporation or concerning any of its dealings or affairs otherwise than for the benefit of the CompanyCorporation. Executive further agrees that he shall not, either during after the period termination of his employment, use or permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Corporation, and that immediately upon the termination of Executive’s employment employment, Executive shall return to the Corporation (at its main office) all tangible embodiments of the foregoing (and all copies thereof) and erase or service or at delete all embodiments of the foregoing (and all copies thereof) residing in any time thereafter, any Confidential Information electronic or other confidential storage device or proprietary information received from third parties subject to a duty media, whether any of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained foregoing is created or made by the Executive during the Executive’s employment or service by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reasonothers.