Common use of Obligation of Confidentiality Clause in Contracts

Obligation of Confidentiality. Recipient shall not disclose to any third party not permitted hereunder, any Confidential Information supplied or made available by Provider, its attorneys, employees, representatives, agents, Affiliates, consultants or clients. Recipient agrees that it will not use any Confidential Information for any purpose other than in connection with the Transaction. Recipient agrees that it will hold the Confidential Information in confidence and, unless Provider otherwise consents in writing, it will not disclose Confidential Information other than to its employees, officers, attorneys and (x), in the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed of the confidential nature of the Confidential Information and the obligations of confidentiality provided in this Agreement. Customer may disclose Confidential Information to an Affiliate, consultant or client only upon demonstrating to Tri-State that (a) the Affiliate, consultant or client has satisfied the requirement of Section 4, if applicable and (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient or its Authorized Persons may disclose Confidential Information to the extent that Recipient or its Authorized Persons concludes in good faith that such disclosure is required as a matter of law, subject to Section 5 below. Affiliate shall mean, with respect to a corporation, partnership, or other entity, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entity.

Obligation of Confidentiality. Recipient shall not disclose to any third party not permitted hereunder, any Confidential Information supplied or made available by Provider, its attorneys, employees, representatives, agents, Affiliates, consultants or clients. Recipient Executive acknowledges and agrees that it will not use any Confidential Information for any purpose other than in connection with the Transaction. Recipient agrees that it will hold the Confidential Information in confidence and, unless Provider otherwise consents in writing, it will not disclose Confidential Information other than to its employees, officers, attorneys and (x), in the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed of the confidential nature all of the Confidential Information constitutes special, unique and valuable assets of the obligations Company and trade secrets, the disclosure of confidentiality provided in this Agreementwhich would cause irreparable harm and substantial loss to the Company and its affiliates. Customer may In view of the foregoing, Executive agrees that at no time will Executive, directly or indirectly, and whether during or after his or her employment with the Company, use, reveal, disclose or make known any Confidential Information without specific written authorization from or written direction by the Company. Executive further agrees that, immediately upon termination or expiration of his or her employment for any reason whatsoever, or at any time upon request by the Company, Executive will return to the Company all Confidential Information. Notwithstanding the foregoing, any restriction on Executive’s use, disclosure, or conveyance of Confidential Information shall not apply to (i) any Confidential Information that enters the public domain through no fault of Executive’s or any person affiliated with Executive; (ii) any Confidential Information that Executive is required to disclose pursuant to applicable law or legal process, an Affiliateorder of a court of competent jurisdiction or a government agency having appropriate authority, consultant solely to the extent necessary to comply with such order; and (iii) any use or client only upon demonstrating to Tri-State that disclosure, during the course of Executive’s service with the Company of Confidential Information made necessary by the proper conduct of the business of the Company and consistent with the instructions of the Company. Nothing herein shall prohibit Executive from providing information in connection with: (a) the Affiliate, consultant any disclosure of information required by law or client has satisfied the requirement of Section 4, if applicable and legal process; (b) reporting possible violations of federal or state law or regulation to any governmental agency, commission or entity or self-regulatory organization (collectively “Government Agencies”) (c) filing a charge or complaint with Government Agencies; (d) making disclosures that are protected under the Affiliate, consultant whistleblower provisions of federal or client has signed state law or regulation (collectively the Confidentiality Statement, and only after Customer receives a written acknowledgement of such “Whistleblower Statutes”); or (e) from Tri-State. Recipient shall be responsible responding to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient or its Authorized Persons may disclose Confidential Information to the extent that Recipient or its Authorized Persons concludes in good faith that such disclosure is required as a matter of law, subject to Section 5 below. Affiliate shall mean, with respect to a corporation, partnershipinquiry from, or other entityassisting in any inquiry, each such other corporation, partnership, investigation or other entity that directly, or indirectly, proceeding brought by Government Agencies in connection with (a) through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entity(e).

Obligation of Confidentiality. Recipient shall not disclose In return for being given access to any third party not permitted hereunder, any the ICT Procurement Portal the Confidant agrees to: keep all Personal Information and Confidential Information supplied or made available by Providerconfidential and to take all necessary precautions to prevent unauthorised disclosure of, its attorneysaccess to, employees, representatives, agents, Affiliates, consultants or clients. Recipient agrees that it will not use and copying of any Confidential Personal Information for any purpose other than in connection with the Transaction. Recipient agrees that it will hold the and Confidential Information in confidence andthe Confidants care, unless Provider otherwise consents in writingcustody, it will not or control; only use, copy, and disclose Personal Information and Confidential Information other than to its employees, officers, attorneys and (x), in as strictly necessary for the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed performance of the confidential nature official tasks the Confidant is required to perform for, or on behalf of, the Relevant Entity; not provide any Personal Information or Confidential Information to, or allow access to any Personal Information or Confidential Information by, any person outside the Commonwealth without the prior approval of the Commonwealth; and immediately notify the Commonwealth if the Confidant becomes aware that any Personal Information or Confidential Information and the obligations of confidentiality provided Information: has been, may be, or is likely to be used, copied or disclosed in this Agreement. Customer may disclose Confidential Information to an Affiliate, consultant or client only upon demonstrating to Tri-State that (a) the Affiliate, consultant or client has satisfied the requirement of Section 4, if applicable and (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement (including any actual, suspected, likely or threatened theft, loss, damage, unauthorised possession, or access to any Personal Information or Confidential Information); or is required by its Authorized Personsthe Confidant to be disclosed by law. In The obligation of confidentiality in clause 2 does not apply to information that is: disclosed in response to a request by a House or a committee of the Parliament of the Commonwealth; or required to be disclosed by law. Without limiting clause 5, in the event that Recipient any Personal Information or its Authorized Persons are requested Confidential Information is disclosed in accordance with clause 3, then the Confidant must: notify the receiving person that the information is Personal Information or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient or its Authorized Persons may ; only disclose Personal Information and Confidential Information to the extent reasonably necessary to comply with any requirement to disclose the Personal Information or Confidential Information; use reasonable efforts to ensure that Recipient Personal Information and Confidential Information is kept confidential; and notify the Commonwealth of any request for disclosure of any Personal Information or its Authorized Persons concludes in good faith that such disclosure is required as a matter Confidential Information and follow any reasonable directions of lawthe Commonwealth concerning the disclosure. In respect of Personal Information, subject the Confidant will comply with the Privacy Xxx 0000 (Cth) and will not do anything which would cause the Commonwealth to Section 5 below. Affiliate shall mean, with respect to a corporation, partnership, or other entity, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entitybreach the Privacy Xxx 0000 (Cth).

Obligation of Confidentiality. Recipient (a) From the Effective Date to the Closing Date, any non-public information that Buyer or Buyer Guarantor may obtain from Seller in connection with this Agreement shall not be deemed confidential, and neither Buyer nor Buyer Guarantor shall disclose any such information to any third party not permitted hereunder(other than its directors, officers and employees, and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or its insurers, if applicable, or use such information for any Confidential Information supplied commercial purpose; provided, however, that (i) Buyer and/or Buyer Guarantor may use and disclose any such information once it has been publicly disclosed (other than by Buyer or made available by ProviderBuyer Guarantor in breach of its obligations under this Section) or which rightfully has come into the possession of Buyer or Buyer Guarantor (other than from Seller); (ii) Buyer and/or Buyer Guarantor may disclose such information to its officers, its attorneysdirectors, agents, employees, representatives, agents, Affiliates, consultants or clients. Recipient agrees that it will not use any Confidential Information for any purpose other than advisers and lenders as necessary in connection with the Transaction. Recipient agrees that it will hold the Confidential Information in confidence and, unless Provider otherwise consents in writing, it will not disclose Confidential Information other than to its employees, officers, attorneys and (x), in the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed of the confidential nature of the Confidential Information and the obligations of confidentiality provided transactions contemplated in this Agreement. Customer may disclose Confidential Information to an Affiliate, consultant or client only upon demonstrating to Tri-State that (a) the Affiliate, consultant or client has satisfied the requirement of Section 4, if applicable ; and (biii) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient or its Authorized Persons may disclose Confidential Information to the extent that Recipient Buyer or Buyer Guarantor is required under Legal Requirements to disclose any of such information, Buyer and/or Buyer Guarantor may disclose such information if it shall have used commercially reasonable efforts, and shall have afforded Seller the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. (b) Any non-public information in the possession of Seller or its Authorized Persons concludes in good faith that such disclosure is required as a matter of lawAffiliates with respect to the Licenses and the Project shall be deemed confidential, and, subject to Section 5 9.2 below. Affiliate , following Closing, Seller shall meannot, with respect and shall cause their respective Affiliates not to, disclose any such information to a corporationany third party or use such information for any commercial purpose; provided, partnershiphowever, that (i) such Persons may use and disclose any such information once it has been publicly disclosed (other than by Seller or its Affiliates in breach of their obligations under this Section) or which rightfully (and without confidentiality obligations) has come into the possession of Seller or its Affiliates (other than from Buyer or Buyer Guarantor); and (ii) to the extent that Seller or its Affiliates are required under Legal Requirements to disclose any of such information, Seller or its Affiliates may disclose such information if they shall have used commercially reasonable efforts, and shall have afforded Buyer the opportunity, to obtain an appropriate protective order, or other entitysatisfactory assurance of confidential treatment, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entityfor the information compelled to be disclosed.

Obligation of Confidentiality. Pursuant to this Agreement, each party may, from time to time, furnish the other party to this Agreement with certain Confidential Information. Recipient will use the same care to avoid disclosure of such Confidential Information as it uses with its own similar confidential information which it does not wish to disclose, but such standard of care shall not be less than a reasonable standard of care. Recipient shall not disclose the Confidential Information, including any trade secret, confidential or proprietary information contained within the Confidential Information, to any third party not permitted hereunderpersons other than its directors, any Confidential Information supplied or made available by Provider, its attorneysofficers, employees, representativescontractors, agents, Affiliatesprofessional advisors or other representatives who have a need to know the Confidential Information, consultants or clients. Recipient agrees who have been instructed that it will not use any is Confidential Information, and who are under an obligation of confidentiality substantially similar to the terms of this section prior to such disclosure. The disclosure of Discloser's Confidential Information for any purpose other than in connection with the Transaction. Recipient agrees that it will hold the Confidential Information in confidence and, unless Provider otherwise consents in writing, it will does not disclose Confidential Information other than to its employees, officers, attorneys and (x), in the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related grant to the Transaction (collectively “Authorized Persons”); Recipient any license or rights to any trade secrets, or under any patents or copyrights, except as expressly provided that such Authorized Persons have been informed of by the confidential nature of the Confidential Information and the obligations of confidentiality licenses granted in this Agreement. Except as otherwise provided in this Agreement. Customer may disclose , all Confidential Information is provided by the Discloser on an "as is" basis. The obligations of Recipient with respect to an Affiliate, consultant any particular portion of Confidential Information shall terminate (or client only upon demonstrating shall not attach) in any of the following cases: 7.1.1 the Confidential Information was in the public domain at the time of Discloser's communication to Tri-State that (a) Recipient; 7.1.2 the Affiliate, consultant or client has satisfied Confidential Information entered the requirement public domain through no fault of Section 4, if applicable and (b) Recipient subsequent to the Affiliate, consultant or client has signed time of Discloser's communication to Recipient; 7.1.3 the Confidentiality Statement, and only after Customer receives a written acknowledgement Confidential Information was in Recipient's possession free of such from Tri-State. Recipient shall be responsible any obligation of confidence at the time of Discloser's communication to Provider for any breach of this Agreement Recipient; 7.1.4 the Confidential Information was independently developed by its Authorized Persons. In Recipient; or 7.1.5 the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient or its Authorized Persons may disclose Confidential Information to the extent that Recipient or its Authorized Persons concludes in good faith that such 's disclosure is required by law, valid subpoena, or court or government order, provided, however, that Recipient provides prompt notice of such required disclosure and Recipient shall have made a reasonable effort to obtain a protective order or other reliable assurance affording it confidential treatment and limiting its use solely for the purpose for which the law or order requires. Discloser understands that Recipient may develop information internally, or receive information from other parties, that may be similar to Discloser's information. Accordingly, nothing in this Agreement shall be construed as a matter of lawrepresentation or inference that Recipient will not independently develop products, subject to Section 5 below. Affiliate shall meanfor itself or for others, that compete with respect to a corporation, partnership, the products or other entity, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entitysystems contemplated by Discloser's information.

Obligation of Confidentiality. Recipient (a) From the Effective Date to the Closing Date, any non-public information that Buyer or Buyer Guarantor may obtain from Seller in connection with this Agreement shall not be deemed confidential, and neither Buyer nor Buyer Guarantor shall disclose any such information to any third party not permitted hereunder(other than its directors, officers and employees, and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or its insurers, if applicable, or use such information for any Confidential Information supplied commercial purpose; provided, however, that (i) Buyer and/or Buyer Guarantor may use and disclose any such information once it has been publicly disclosed (other than by Buyer or made available by ProviderBuyer Guarantor in breach of its obligations under this Section) or which rightfully has come into the possession of Buyer or Buyer Guarantor (other than from Seller); (ii) Buyer and/or Buyer Guarantor may disclose such information to its officers, its attorneysdirectors, agents, employees, representatives, agents, Affiliates, consultants or clients. Recipient agrees that it will not use any Confidential Information for any purpose other than advisers and lenders as necessary in connection with the Transaction. Recipient agrees that it will hold the Confidential Information in confidence and, unless Provider otherwise consents in writing, it will not disclose Confidential Information other than to its employees, officers, attorneys and (x), in the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed of the confidential nature of the Confidential Information and the obligations of confidentiality provided transactions contemplated in this Agreement. Customer may disclose Confidential Information to an Affiliate, consultant or client only upon demonstrating to Tri-State that (a) the Affiliate, consultant or client has satisfied the requirement of Section 4, if applicable ; and (biii) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient or its Authorized Persons may disclose Confidential Information to the extent that Recipient Buyer or Buyer Guarantor is required under Legal Requirements to disclose any of such information, Buyer and/or Buyer Guarantor may disclose such information if it shall have used commercially reasonable efforts, and shall have afforded Seller the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. (b) Any non-public information in the possession of Seller or its Authorized Persons concludes in good faith that such disclosure is required as a matter of lawAffiliates with respect to the Licenses and the Project shall be deemed confidential, and, subject to Section 5 8.2 below. Affiliate , following Closing, Seller shall meannot, with respect and shall cause their respective Affiliates not to, disclose any such information to a corporationany third party or use such information for any commercial purpose; provided, partnershiphowever, that (i) such Persons may use and disclose any such information once it has been publicly disclosed (other than by Seller or its Affiliates in breach of their obligations under this Section) or which rightfully (and without confidentiality obligations) has come into the possession of Seller or its Affiliates (other than from Buyer or Buyer Guarantor); and (ii) to the extent that Seller or its Affiliates are required under Legal Requirements to disclose any of such information, Seller or its Affiliates may disclose such information if they shall have used commercially reasonable efforts, and shall have afforded Buyer the opportunity, to obtain an appropriate protective order, or other entitysatisfactory assurance of confidential treatment, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entityfor the information compelled to be disclosed.

Obligation of Confidentiality. Recipient shall I understand and agree that my employment creates a relationship of confidence and trust between the Company and me with respect to (i) all Proprietary Information, and (ii) the confidential information of others with which the Company has a business relationship. At all times, both during my employment by the Company and after the termination of my employment (whether voluntary or involuntary), I will keep in confidence and trust all such information, and I will not use, reveal, communicate, or disclose any such Proprietary Information or confidential information to anyone or any entity, without the written consent of the Company, unless I am ordered to make disclosure by a court of competent jurisdiction. Notwithstanding the foregoing, I understand that nothing in this Agreement prohibits me from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. In connection with any such activity, I must identify any information that is confidential and ask the Regulator for confidential treatment of such information. Despite the foregoing, I am not permitted to reveal to any third party not permitted hereunderparty, including any Confidential Information supplied governmental, law enforcement, or made available by Providerregulatory authority, its attorneys, employees, representatives, agents, Affiliates, consultants or clients. Recipient agrees that it will not use any Confidential Information for any purpose other than in connection information employee came to learn during the course of my employment with the TransactionCompany that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege, attorney work product doctrine and/or other applicable legal privileges. Recipient agrees that it will hold The Company does not waive any applicable privileges or the Confidential Information in confidence andright to continue to protect its privileged attorney-client information, unless Provider otherwise consents in writingattorney work product, it will not disclose Confidential Information and other than privileged information. Notwithstanding any other provisions of this Agreement, pursuant to its employees, officers, attorneys and (x18 USC Section 1833(b), in I shall not be held criminally or civilly liable under any federal or state trade secret law for the case disclosure of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed trade secret of the confidential nature of the Confidential Information and the obligations of confidentiality provided in this Agreement. Customer may disclose Confidential Information to an Affiliate, consultant or client only upon demonstrating to Tri-State Company that is made: (a) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the Affiliate, consultant purpose of reporting or client has satisfied the requirement investigating a suspected violation of Section 4, if applicable and law; or (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives in a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand complaint or other formal process) to disclose any Confidential Informationdocument filed in a lawsuit or other proceeding, Recipient or its Authorized Persons may disclose Confidential Information to if such filing is made under seal. If I file a lawsuit for retaliation by the extent that Recipient or its Authorized Persons concludes in good faith that such disclosure is required as Company for reporting a matter suspected violation of law, subject I may disclose a trade secret of the Company to Section 5 below. Affiliate shall meanmy attorney and use the trade secret information in related court proceedings, with respect provided that I file any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to a corporation, partnership, or other entity, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entitycourt order.

Obligation of Confidentiality. Recipient shall not disclose to any third party not permitted hereunder, any Confidential Information supplied or made available by Provider, its attorneys, employees, representatives, agents, Affiliates, consultants or clients. Recipient agrees You acknowledge and agree that it will not use any Confidential Information for any purpose other than in connection with the Transaction. Recipient agrees that it will hold the Confidential Information in confidence and, unless Provider otherwise consents in writing, it will not disclose Confidential Information other than to its employees, officers, attorneys and (x), in the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached heretoa) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed of the confidential nature all of the Confidential Information constitutes special, unique and valuable assets of Acacia and trade secrets, the obligations disclosure of confidentiality which would cause irreparable harm and substantial loss to Acacia and/or its affiliates. In view of the foregoing, You agree that at no time will You, directly or indirectly, and whether during or after your employment with Acacia, use, reveal, disclose or make known any Confidential Information without specific written authorization from or written direction by Acacia. You further agree that, immediately upon termination or expiration of your employment for any reason whatsoever, or at any time upon request by Acacia, You will return to Acacia all Confidential Information. Notwithstanding the foregoing, any restriction on Your use, disclosure, or conveyance of Confidential Information shall not apply to (i) any Confidential Information that enters the public domain through no fault of Yours or any person affiliated with You; (ii) any Confidential Information that You are required to disclose pursuant to applicable law or legal process, an order of a court of competent jurisdiction or a government agency having appropriate authority, solely to the extent necessary to comply with such order; and (iii) any use or disclosure, during the course of Your service with Acacia of Confidential Information made necessary by the proper conduct of the business of Acacia and consistent with the instructions of Acacia. Nothing in any code, agreement, manual or in any other policies, procedures or agreements of Acacia or its affiliates shall prohibit or restrict You or Your counsel from providing information in connection with: (a) any disclosure of information required by law or legal process; (b) reporting possible violations of federal or state law or regulation to any governmental agency, commission or entity or self-regulatory organization (collectively “Government Agencies”) (c) filing a charge or complaint with Government Agencies; (d) making disclosures that are protected under the whistleblower provisions of federal or state law or regulation (collectively the “Whistleblower Statutes”); or (e) from initiating communications directly with, responding to any inquiry from, volunteering information to, testifying or otherwise participating in or assisting in any inquiry, investigation or proceeding brought by Government Agencies in connection with (a) through (e). You are not required to advise or seek permission from Acacia or its affiliates before engaging in any activity set forth in (a) through (e). Further, Acacia and its affiliates do not in any manner limit Your right to receive an award from Government Agencies for information provided in this Agreementto Government Agencies or pursuant to the Whistleblower Statutes. Customer may disclose In no event shall You be prohibited from disclosing Confidential Information to an Affiliate, consultant Your legal advisors or client only upon demonstrating to Tri-State that (a) from providing information regarding Your compensation or the Affiliate, consultant or client has satisfied the requirement of Section 4, if applicable and (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach terms of this Agreement by its Authorized Persons. In the event that Recipient to any financial or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient or its Authorized Persons may disclose Confidential Information to the extent that Recipient or its Authorized Persons concludes in good faith that such disclosure is required as a matter of law, subject to Section 5 below. Affiliate shall mean, with respect to a corporation, partnership, or other entity, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entitytax advisors.

Obligation of Confidentiality. Recipient shall not disclose to any third party not permitted hereunder, any Confidential Information supplied or made available by Provider, its attorneys, employees, representatives, agents, Affiliates, consultants or clients. Recipient agrees that it will not use any Confidential Information for any purpose other than in connection with the Transaction. Recipient agrees that it will hold the Confidential Information in confidence and, unless Provider otherwise consents in writing, it will not disclose Confidential Information other than to its employees, officers, attorneys and (x), in the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed of the confidential nature of the Confidential Information and the obligations of confidentiality provided in this Agreement. Customer may disclose Confidential Information to an Affiliate, consultant or client only upon demonstrating to Tri-State that (a) the Affiliate, consultant or client has satisfied the requirement of Section 4, if applicable applicable; and (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient or its Authorized Persons may disclose Confidential Information to the extent that Recipient or its Authorized Persons concludes in good faith that such disclosure is required as a matter of law, subject to Section 5 below. Affiliate shall mean, with respect to a corporation, partnership, partnership or other entity, each such other corporation, partnership, partnership or other entity that directly, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, partnership or other entity.

Obligation of Confidentiality. Recipient shall not disclose to any third party not permitted hereunder, any Confidential Information supplied or made available by Provider, its attorneys, employees, representatives, agents, Affiliates, consultants or clients. Recipient agrees that it will not use any Confidential Information for any purpose other than (a) During the course of Geraci’s services under this Agreement and in connection with carrying out his duties hereunder, Xxxxxx will have access to certain material non-public information relating to the TransactionCompany and not readily available from sources outside the Company. Recipient agrees that it will hold The confidential and proprietary information, in any material respect, of the Company are among its most valuable assets, including but not limited to, information about transactions, contracts, intellectual property, finances, personnel, investment and competitive strategies, sales, financial, marketing, and financial and non-financial information relating to the portfolio investments of the Company. The Company invested, and continues to invest, considerable amounts of time and money in its process, technology, know-how, obtaining and developing the goodwill of its customers, its other external relationships, its data systems and databases, and all the information described above (hereinafter collectively referred to as “Confidential Information”), and any misappropriation or unauthorized disclosure of Confidential Information in confidence and, unless Provider otherwise consents in writing, it will not disclose any form would irreparably harm the Company. Xxxxxx acknowledges that such Confidential Information constitutes valuable, highly confidential, special and unique property of the Company. Xxxxxx shall hold in a fiduciary capacity for the benefit of the Company all Confidential Information which shall have been obtained by Xxxxxx in connection with his services under this Agreement which shall not be or become public knowledge, except for any information that is public information (other than to its employees, officers, attorneys and (xinformation that becomes public information as a result of acts by Xxxxxx or representatives of Xxxxxx in violation of this Agreement), in the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed of the confidential nature of the . Confidential Information and shall not include specific items that have become publicly available other than through Geraci’s unauthorized disclosure. Except as required by law or an order of a court or governmental agency with jurisdiction, Xxxxxx shall not, during the obligations of confidentiality provided in this Agreement. Customer may disclose Confidential Information to an AffiliateTerm or at any time thereafter, consultant or client only upon demonstrating to Tri-State that (a) the Affiliate, consultant or client has satisfied the requirement of Section 4, if applicable and (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient directly or its Authorized Persons may disclose Confidential Information indirectly, to any person or entity for any reason or purpose whatsoever, nor shall Xxxxxx use it in any way, except in the extent that Recipient course of his services under this Agreement or its Authorized Persons concludes in good faith to enforce any rights or defend any claims hereunder or under any other agreement to which Xxxxxx is a party, provided that such disclosure is required relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto. Xxxxxx shall take all reasonable steps to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Xxxxxx understands and agrees that Xxxxxx shall acquire no rights to any such Confidential Information. (b) All files, records, documents, data, evaluation mechanisms and analytics and similar items relating thereto or to the business of the Company, as a matter well as all investor lists, potential portfolio company lists, compilations of lawresearch, subject and marketing techniques of the Company, whether prepared by Xxxxxx or otherwise coming into Geraci’s possession in connection with his services under this Agreement, shall be presumed to Section 5 belowbe Confidential Information under this Agreement and shall remain the exclusive property of the Company. Affiliate Xxxxxx shall meannot remove any such items from the premises of the Company, except in furtherance of Geraci’s duties under this Agreement. (c) As requested by the Company and at the Company’s expense, from time to time and upon the termination of his services under this Agreement, Xxxxxx will promptly (i) deliver to the Company or (ii) destroy, all copies and embodiments, in whatever form, of all Confidential Information in Geraci’s possession or within his control (including but not limited to memoranda, records, notes, plans, manuals, notebooks, documentation, flow charts, disks, drives, tapes and all other materials containing or embodying any Confidential Information) irrespective of the location or form of such material. If requested by the Company, Xxxxxx will provide the Company with respect written confirmation that all such materials have been delivered to a corporation, partnership, the Company or other entity, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entitydestroyed as provided herein.

Obligation of Confidentiality. Recipient shall not disclose In return for being given access to any third party not permitted hereunder, any XxxXXX.xxx.xx the Confidant agrees to: keep all Personal Information and Confidential Information supplied or made available by Providerconfidential and to take all necessary precautions to prevent unauthorised disclosure of, its attorneysaccess to, employees, representatives, agents, Affiliates, consultants or clients. Recipient agrees that it will not use and copying of any Confidential Personal Information for any purpose other than in connection with the Transaction. Recipient agrees that it will hold the and Confidential Information in confidence andthe Confidants care, unless Provider otherwise consents in writingcustody, it will not or control; only use, copy, and disclose Personal Information and Confidential Information other than to its employees, officers, attorneys and (x), in as strictly necessary for the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed performance of the confidential nature official tasks the Confidant is required to perform for, or on behalf of, the Agency; not provide any Personal Information or Confidential Information to, or allow access to any Personal Information or Confidential Information by, any person outside the Commonwealth without the prior approval of the Commonwealth; and immediately notify the Commonwealth if the Confidant becomes aware that any Personal Information or Confidential Information and the obligations of confidentiality provided Information: has been, may be, or is likely to be used, copied or disclosed in this Agreement. Customer may disclose Confidential Information to an Affiliate, consultant or client only upon demonstrating to Tri-State that (a) the Affiliate, consultant or client has satisfied the requirement of Section 4, if applicable and (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement (including any actual, suspected, likely or threatened theft, loss, damage, unauthorised possession, or access to any Personal Information or Confidential Information); or is required by its Authorized Personsthe Confidant to be disclosed by law. In The obligation of confidentiality in clause 2 does not apply to information that is: disclosed in response to a request by a House or a committee of the Parliament of the Commonwealth; or required to be disclosed by law. Without limiting clause 5, in the event that Recipient any Personal Information or its Authorized Persons are requested Confidential Information is disclosed in accordance with clause 3, then the Confidant must: notify the receiving person that the information is Personal Information or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient or its Authorized Persons may ; only disclose Personal Information and Confidential Information to the extent reasonably necessary to comply with any requirement to disclose the Personal Information or Confidential Information; use reasonable efforts to ensure that Recipient Personal Information and Confidential Information is kept confidential; and notify the Commonwealth of any request for disclosure of any Personal Information or its Authorized Persons concludes in good faith that such disclosure is required as a matter Confidential Information and follow any reasonable directions of lawthe Commonwealth concerning the disclosure. In respect of Personal Information, subject the Confidant will comply with the Privacy Xxx 0000 (Cth) and will not do anything which would cause the Commonwealth to Section 5 below. Affiliate shall mean, with respect to a corporation, partnership, or other entity, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entitybreach the Privacy Xxx 0000 (Cth).

Obligation of Confidentiality. Recipient shall not disclose to any third party not permitted hereunder, any Confidential Information supplied or made available by Provider, its attorneys, employees, representatives, agents, Affiliates, consultants or clients. Recipient agrees that it will not use any Confidential Information for any purpose other than (a) During the course of Xxxxxxxx’x services under this Agreement and in connection with carrying out his duties hereunder, Xxxxxxxx will have access to certain material non-public information relating to the TransactionCompany and not readily available from sources outside the Company. Recipient agrees that it will hold The confidential and proprietary information, in any material respect, of the Company are among its most valuable assets, including but not limited to, information about transactions, contracts, intellectual property, finances, personnel, investment and competitive strategies, sales, financial, marketing, and financial and non-financial information relating to the portfolio investments of the Company. The Company invested, and continues to invest, considerable amounts of time and money in its process, technology, know-how, obtaining and developing the goodwill of its customers, its other external relationships, its data systems and databases, and all the information described above (hereinafter collectively referred to as “Confidential Information”), and any misappropriation or unauthorized disclosure of Confidential Information in confidence and, unless Provider otherwise consents in writing, it will not disclose any form would irreparably harm the Company. Xxxxxxxx acknowledges that such Confidential Information constitutes valuable, highly confidential, special and unique property of the Company. Xxxxxxxx shall hold in a fiduciary capacity for the benefit of the Company all Confidential Information which shall have been obtained by Xxxxxxxx in connection with his services under this Agreement which shall not be or become public knowledge, except for any information that is public information (other than to its employees, officers, attorneys and (xinformation that becomes public information as a result of acts by Xxxxxxxx or representatives of Xxxxxxxx in violation of this Agreement), in the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed of the confidential nature of the . Confidential Information and shall not include specific items that have become publicly available other than through Xxxxxxxx’x unauthorized disclosure. Except as required by law or an order of a court or governmental agency with jurisdiction, Xxxxxxxx shall not, during the obligations of confidentiality provided in this Agreement. Customer may disclose Confidential Information to an AffiliateTerm or at any time thereafter, consultant or client only upon demonstrating to Tri-State that (a) the Affiliate, consultant or client has satisfied the requirement of Section 4, if applicable and (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient directly or its Authorized Persons may disclose Confidential Information indirectly, to any person or entity for any reason or purpose whatsoever, nor shall Xxxxxxxx use it in any way, except in the extent that Recipient course of his services under this Agreement or its Authorized Persons concludes in good faith to enforce any rights or defend any claims hereunder or under any other agreement to which Xxxxxxxx is a party, provided that such disclosure is required relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto. Xxxxxxxx shall take all reasonable steps to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Xxxxxxxx understands and agrees that Xxxxxxxx shall acquire no rights to any such Confidential Information. (b) All files, records, documents, data, evaluation mechanisms and analytics and similar items relating thereto or to the business of the Company, as a matter well as all investor lists, potential portfolio company lists, compilations of lawresearch, subject and marketing techniques of the Company, whether prepared by Xxxxxxxx or otherwise coming into Xxxxxxxx’x possession in connection with his services under this Agreement, shall be presumed to Section 5 belowbe Confidential Information under this Agreement and shall remain the exclusive property of the Company. Affiliate Xxxxxxxx shall meannot remove any such items from the premises of the Company, except in furtherance of Xxxxxxxx’x duties under this Agreement. (c) As requested by the Company and at the Company’s expense, from time to time and upon the termination of his services under this Agreement, Xxxxxxxx will promptly (i) deliver to the Company or (ii) destroy, all copies and embodiments, in whatever form, of all Confidential Information in Xxxxxxxx’x possession or within his control (including but not limited to memoranda, records, notes, plans, manuals, notebooks, documentation, flow charts, disks, drives, tapes and all other materials containing or embodying any Confidential Information) irrespective of the location or form of such material. If requested by the Company, Xxxxxxxx will provide the Company with respect written confirmation that all such materials have been delivered to a corporation, partnership, the Company or other entity, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entitydestroyed as provided herein.

Obligation of Confidentiality. Recipient shall I understand and agree my employment creates a relationship of confidence and trust between the Company and me with respect to (i) all Proprietary Information, and (ii) the confidential information of others with which the Company has a business relationship. At all times, both during my employment by the Company and after the termination of my employment (whether voluntary or involuntary), I will keep in confidence and trust all such information, and I will not use, reveal, communicate, or disclose any such Proprietary Information or confidential information to anyone or any entity, without the written consent of the Company, unless I am ordered to make disclosure by a court of competent jurisdiction. Notwithstanding the foregoing, I understand nothing in this Agreement prohibits me from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. In connection with any such activity, I must identify any information that is confidential and ask the Regulator for confidential treatment of such information. Despite the foregoing, I am not permitted to reveal to any third party not permitted hereunderparty, including any Confidential Information supplied governmental, law enforcement, or made available by Providerregulatory authority, its attorneys, employees, representatives, agents, Affiliates, consultants or clients. Recipient agrees that it will not use any Confidential Information for any purpose other than in connection information employee came to learn during the course of my employment with the TransactionCompany that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege, attorney work product doctrine and/or other applicable legal privileges. Recipient agrees that it will hold The Company does not waive any applicable privileges or the Confidential Information in confidence andright to continue to protect its privileged attorney-client information, unless Provider otherwise consents in writingattorney work product, it will not disclose Confidential Information and other than privileged information. Notwithstanding any other provisions of this Agreement, pursuant to its employees, officers, attorneys and (x18 USC Section 1833(b), in I shall not be held criminally or civilly liable under any federal or state trade secret law for the case disclosure of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed trade secret of the confidential nature of the Confidential Information and the obligations of confidentiality provided in this Agreement. Customer may disclose Confidential Information to an Affiliate, consultant or client only upon demonstrating to Tri-State Company that is made: (a) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the Affiliate, consultant purpose of reporting or client has satisfied the requirement investigating a suspected violation of Section 4, if applicable and law; or (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives in a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand complaint or other formal process) to disclose any Confidential Informationdocument filed in a lawsuit or other proceeding, Recipient or its Authorized Persons may disclose Confidential Information to if such filing is made under seal. If I file a lawsuit for retaliation by the extent that Recipient or its Authorized Persons concludes in good faith that such disclosure is required as Company for reporting a matter suspected violation of law, subject I may disclose a trade secret of the Company to Section 5 below. Affiliate shall meanmy attorney and use the trade secret information in related court proceedings, with respect provided I file any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to a corporation, partnership, or other entity, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entitycourt order.

Obligation of Confidentiality. The Recipient shall not disclose Confidential Information to any third of its officers, directors, employees contractors or agents or to any third-party not permitted hereunderwithout the Discloser's written consent, any Confidential Information supplied or made available by Providerexcept that the Recipient may disclose such information to such officers, its attorneysdirectors, employees, representativescontractors, agents, Affiliates, consultants or clients. and agents of the Recipient agrees that it will not use any whose duties justify their need to know such Confidential Information for any purpose other than in connection with the Transaction. Recipient agrees that it will hold the Confidential Information in confidence and, unless Provider otherwise consents in writing, it will not disclose Confidential Information other than to its employees, officers, attorneys and (x), in the case of Customer, its Affiliates, consultants or clients : a) who have executed a Confidentiality Statement (in been clearly informed of their obligation to maintain the form confidential status of Exhibit 1 attached hereto) and (ysuch Confidential Information; and b) in the case of Tri-Statethose who are not officers, its consultantsdirectors or employees of the Recipient, who perform services related have signed a non-disclosure agreement containing restrictions, terms and conditions that are at least as restrictive as those set forth herein. The foregoing notwithstanding, the Recipient may disclose Confidential information to the Transaction (collectively “Authorized Persons”); extent required by applicable law, regulation, court order, or other legal process, provided the Recipient has given the Discloser prior written notice of such required disclosure and, to the extent reasonably possible, has given the Discloser an opportunity to contest such required disclosure at the Discloser's expense. Unless Discloser instructs otherwise, it is acknowledged that such Authorized Persons have been informed of the confidential nature of the Confidential Information and the obligations of confidentiality provided in this Agreement. Customer Recipient may disclose Confidential Information on a need to an Affiliateknow basis to its affiliates, consultant or client only upon demonstrating to Tri-State that (a) the Affiliate, consultant or client has satisfied the requirement of Section 4, if applicable and (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient or its Authorized Persons may disclose Confidential Information to the extent that Recipient or its Authorized Persons concludes in good faith that such disclosure is required defined as a matter of law, subject to Section 5 below. Affiliate shall mean, with respect to a corporation, partnership, or other entity, each such other corporation, partnership, or other entity legal entities that directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such corporationparty and where the term “control” means the possession, partnershipdirect or indirect, of the power to direct or other cause the direction of the management and policies of an entity, whether through the ownership of voting securities, through membership, by contract or otherwise. In addition, any party may disclose Confidential Information through its Affiliates and such Confidential Information shall then be regarded as disclosed by such party. Each party shall remain responsible for the adherence by its affiliates to the terms of this Agreement.

Obligation of Confidentiality. Recipient The Employee shall not disclose during and subsequent to any third party not permitted hereunder, any Confidential Information supplied or made available by Provider, its attorneys, employees, representatives, agents, Affiliates, consultants or clients. Recipient agrees that it will not use any Confidential Information for any purpose other than in connection the Term of this Agreement and until 3 (three) years from the cessation of the Employment with the Transaction. Recipient agrees that it will Company, hold the Confidential Information in confidence andand shall not publish, unless Provider otherwise consents in writingdisclose or disseminate, it will not disclose any time, to any Person or Competing Business; or use for any purpose any Confidential Information other than such purposes as shall be required to its employeesfulfill the Employee’s duties with the Company, officers, attorneys and (x)without the Company's prior written permission. Further, in consideration of being entrusted access to Confidential Information, the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in Employee acknowledges and agrees: 11.2.1. That he recognizes the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed of the confidential proprietary nature of the Confidential Information and his obligation of maintaining the obligations confidentiality of confidentiality provided in the said Confidential Information and that he will not use the information for any purpose other than the purpose of discharging his duties under this Agreement; 11.2.2. Customer To use his best efforts to exercise utmost diligence to protect and guard the Confidential Information of the Company; 11.2.3. Not to disclose any Confidential Information to any Person who is not an ‘Authorised Person’ either during or after the Employment, nor to use, for himself or another, during the Employment, without the Company's written consent, any Confidential Information obtained by him during the Employment, whether developed by him or not, and the Employee agrees to hold all Confidential Information in strict confidence. For the purpose of this Clause, ‘Authorised Person’ means (i) Persons working for the Company and specifically authorized by the Company to access such Confidential Information in course of the Employment or (ii) anyone else authorized by the Company as receiver of such Confidential Information. However, the Employee may disclose Confidential Information where ordered to do so, by any government, judicial or quasi-judicial authority; provided, however, that the Employee shall in such a case give the Company a reasonable notice of any prospective disclosure and shall assist the Company in obtaining an Affiliate, consultant exemption or client only upon demonstrating protective order preventing such disclosure; 11.2.4. To comply with all the Company Policies and directives and other instructions relating to Tri-State that (a) the Affiliate, consultant or client has satisfied the requirement of Section 4, if applicable and (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient including, but not limited to, the requirement that certain information may not be removed from the Company's premises or its Authorized Persons may disclose be communicated or disclosed only to a restricted internal or external group of individuals; and 11.2.5. Not to duplicate or reproduce any Confidential Information to the extent that Recipient or its Authorized Persons concludes in good faith that such disclosure any manner, whatsoever, except as is required as a matter for the execution of law, subject to Section 5 below. Affiliate shall mean, with respect to a corporation, partnership, or other entity, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entityhis duties and work for the Company.

Obligation of Confidentiality. Recipient shall not disclose The Employee shall, during and subsequent to any third party not permitted hereunder, any Confidential Information supplied or made available by Provider, its attorneys, employees, representatives, agents, Affiliates, consultants or clients. Recipient agrees that it will not use any Confidential Information for any purpose other than in connection the Term of this Agreement and until 3 (three) years from the cessation of the Employment with the Transaction. Recipient agrees that it will Company, hold the Confidential Information in confidence andand shall not publish, unless Provider otherwise consents in writingdisclose or disseminate, it will not disclose any time, to any Person or Competing Business; or use for any purpose any Confidential Information other than such purposes as shall be required to its employeesfulfil the Employee’s duties with the Company, officers, attorneys and (x)without the Company's prior written permission. Further, in consideration of being entrusted access to Confidential Information, the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in Employee acknowledges and agrees: 11.2.1. That he recognizes the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed of the confidential proprietary nature of the Confidential Information and his obligation of maintaining the obligations confidentiality of confidentiality provided in the said Confidential Information and that he will not use the information for any purpose other than the purpose of discharging his duties under this Agreement; 11.2.2. Customer To use his best efforts to exercise utmost diligence to protect and guard the Confidential Information of the Company; 11.2.3. Not to disclose any Confidential Information to any Person who is not an ‘Authorised Person’ either during or after the Employment, nor to use, for himself or another, during the Employment, without the Company's written consent, any Confidential Information obtained by him during the Employment, whether developed by him or not, and the Employee agrees to hold all Confidential Information in strict confidence. For the purpose of this Clause, ‘Authorised Person’ means (i) Persons working for the Company and specifically authorized by the Company to access such Confidential Information in course of the Employment or (ii) anyone else authorized by the Company as receiver of such Confidential Information. However, the Employee may disclose Confidential Information where ordered to do so, by any government, judicial or quasi-judicial authority; provided however, that the Employee shall in such a case give the Company a reasonable notice of any prospective disclosure and shall assist the Company in obtaining an Affiliate, consultant exemption or client only upon demonstrating protective order preventing such disclosure; 11.2.4. To comply with all the Company Policies and directives and other instructions relating to Tri-State that (a) the Affiliate, consultant or client has satisfied the requirement of Section 4, if applicable and (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient including, but not limited to, the requirement that certain information may not be removed from the Company's premises or its Authorized Persons may disclose be communicated or disclosed only to a restricted internal or external group of individuals; and 11.2.5. Not to duplicate or reproduce any Confidential Information to the extent that Recipient or its Authorized Persons concludes in good faith that such disclosure any manner, whatsoever, except as is required as a matter for the execution of law, subject to Section 5 below. Affiliate shall mean, with respect to a corporation, partnership, or other entity, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entityhis duties and work for the Company.

Obligation of Confidentiality. Recipient shall not disclose to any third party not permitted hereunder(a) The Employee acknowledges and agrees that during the course of the Employee’s employment with the Company the Employee will have access to, any acquire and develop Confidential Information, and that the unauthorized use or disclosure of Confidential Information supplied or made available by Providercould have a material adverse effect on the financial, legal, commercial and competitive position and interests of the Company and its attorneys, employees, representatives, agents, Affiliates, consultants or clients. Recipient agrees that it will affiliates. (b) During the Employee’s employment with the Company and at all times thereafter the Employee will: (i) maintain the strict confidentiality of all Confidential Information; (ii) not use any Confidential Information for any purpose other than in connection with the Transaction. Recipient agrees that it will hold the Confidential Information in confidence and, unless Provider otherwise consents in writing, it will not or disclose the Confidential Information except during the Employee’s employment with the Company and only as strictly required to carry out the Employee’s duties and responsibilities for the Company and on a confidential basis, and for no other than purpose and in no other manner; and (iii) take all precautions necessary to its employeesprevent unauthorized access to or use, officers, attorneys and (x), in the case of Customer, its Affiliates, consultants disclosure or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed of the confidential nature reproduction of the Confidential Information. (c) The Employee will, at the Company’s direction during the Employee’s employment, or upon the termination of the Employee’s employment with the Company for any reason whatsoever, immediately return all Confidential Information in the Employee’s possession or control, in whatever form, to the Company. Upon the termination of the Employee’s employment with the Company for any reason the Employee will, if directed by the Company, permanently delete and destroy all Confidential Information and related records contained in the obligations Employee’s computers and computer systems and in any other electronic or IT systems of confidentiality provided the Employee. (d) Nothing in this Agreement. Customer may disclose paragraph 20 will prevent the Employee’s disclosure of Confidential Information that is required to an Affiliatebe disclosed under applicable laws or legal process, consultant or client only upon demonstrating provided that the Employee first gives the Company as much notice as is reasonably and lawfully possible in the circumstances before making any such disclosure and the Employee reasonably cooperates with the Company to Tri-State that (a) the Affiliate, consultant or client has satisfied the requirement of Section 4, if applicable and (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives obtain a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand protective order or other formal process) to disclose any means of limiting the disclosure or use of the Confidential Information, Recipient or its Authorized Persons may disclose Confidential Information to the extent that Recipient or its Authorized Persons concludes in good faith that such disclosure is required as a matter of law, subject to Section 5 below. Affiliate shall mean, with respect to a corporation, partnership, or other entity, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entityinformation.

Obligation of Confidentiality. The Parties may exchange Confidential Information under this Agreement during the Term. For purposes of this section, “Confidential Information” means information disclosed by a Party (the “Discloser”) to the other (the “Recipient”), whether in oral, written, or other tangible form, that could reasonably be considered confidential or proprietary, including the terms and conditions of this Agreement; business plans; pricing data and information, including pricing formulas; projected activities and results of operations; names of customers, counterparties, and employees; means, methods and processes of manufacture and assembly; intellectual property rights; existing and proposed products; computer software; ideas and concepts; data, drawings, designs, plans, specifications, materials and documents; and, business records. Confidential Information will not include information that (A) is or becomes publicly known through no act or omission of the Recipient shall in breach of this Agreement; (B) was in Recipient’s lawful possession prior to the disclosure, as demonstrated by written records; (C) is rightfully received by Recipient from a third party without an accompanying secrecy obligation or breach of any duty or agreement by which the third party is bound, and imposes no obligation of confidentiality upon Recipient; or (D) is shown, by clear and convincing evidence, to be independently developed by Recipient’s employees without having any access to Confidential Information and without any reliance in any way upon Discloser’s Confidential Information. A Recipient will use Discloser’s Confidential Information exclusively for the purposes of performing Recipient’s obligations under this Agreement (the “Authorized Use”). Recipient will (i) treat as confidential the Confidential Information and protect the Confidential Information in the same manner and at a minimum with the same degree of care that Recipient protects its own trade secrets and other confidential business information; (ii) not disclose alter, modify, disassemble, reverse engineer or decompile any of the Confidential Information; (iii) not, directly or indirectly, disclose, report or transfer Confidential Information to any third party not permitted hereunderwithout Discloser’s prior written consent, any except as explicitly provided herein; (iv) not, directly or indirectly, disclose, report or transfer Confidential Information supplied or made available by Provider, its attorneys, to employees, representativesdirectors or agents of Recipient or its affiliates, agentsexcept for those employees, Affiliates, consultants directors or clients. Recipient agrees that it will agents who must have the information in order to accomplish the Authorized Use and who owe a duty or contractual obligation of confidentiality to Recipient; and (v) not use any Confidential Information for any purpose other than in connection with the Transaction. Recipient agrees that it will hold the Confidential Information in confidence and, unless Provider otherwise consents any manner or form which will be in writing, it will not disclose Confidential Information other than to its employees, officers, attorneys and (x), in the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed of the confidential nature of the Confidential Information and the obligations of confidentiality provided in this Agreement. Customer may disclose Confidential Information to an Affiliate, consultant or client only upon demonstrating to Tri-State that (a) the Affiliate, consultant or client has satisfied the requirement of Section 4, if applicable and (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient competition with Discloser or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient or its Authorized Persons may disclose Confidential Information to the extent that Recipient or its Authorized Persons concludes in good faith that such disclosure is required as a matter of law, subject to Section 5 below. Affiliate shall mean, with respect to a corporation, partnership, or other entity, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entitybusiness.

Obligation of Confidentiality. Recipient shall not disclose to any third party not permitted hereunder, any Confidential Information supplied or made available by Provider, its attorneys, employees, representatives, agents, Affiliates, consultants or clients. Recipient Executive acknowledges and agrees that it will not use any Confidential Information for any purpose other than in connection with the Transaction. Recipient agrees that it will hold the Confidential Information in confidence and, unless Provider otherwise consents in writing, it will not disclose Confidential Information other than to its employees, officers, attorneys and (x), in the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed of the confidential nature all of the Confidential Information constitutes special, unique and valuable assets of the obligations Company and trade secrets, the disclosure of confidentiality provided in this Agreementwhich would cause irreparable harm and substantial loss to the Company and its affiliates. Customer may In view of the foregoing, Executive agrees that at no time will Executive, directly or indirectly, and whether during or after his employment hereunder, use, reveal, disclose or make known any Confidential Information without specific written authorization from or written direction by the Company. Executive further agrees that, immediately upon termination or expiration of his employment for any reason whatsoever, or at any time upon request by the Company, Executive will return to the Company all Confidential Information. Notwithstanding the foregoing, any restriction on Executive’s use, disclosure, or conveyance of Confidential Information will not apply to (i) any Confidential Information that enters the public domain through no fault of Executive’s or any person affiliated with Executive; (ii) any Confidential Information that Executive is required to disclose pursuant to applicable law or legal process, an Affiliateorder of a court of competent jurisdiction or a government agency having appropriate authority, consultant solely to the extent necessary to comply with such order; and (iii) any use or client only upon demonstrating to Tri-State that disclosure, during the course of Executive’s employment hereunder of Confidential Information made necessary by the proper conduct of the business of the Company and consistent with the instructions of the Company. Nothing herein shall prohibit Executive from providing information in connection with: (a) the Affiliate, consultant any disclosure of information required by law or client has satisfied the requirement of Section 4, if applicable and legal process; (b) reporting possible violations of federal or state law or regulation to any governmental agency, commission or entity or self-regulatory organization (collectively “Government Agencies”) (c) filing a charge or complaint with Government Agencies; (d) making disclosures that are protected under the Affiliate, consultant whistleblower provisions of federal or client has signed state law or regulation (collectively the Confidentiality Statement, and only after Customer receives a written acknowledgement of such “Whistleblower Statutes”); or (e) from Tri-State. Recipient shall be responsible responding to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient or its Authorized Persons may disclose Confidential Information to the extent that Recipient or its Authorized Persons concludes in good faith that such disclosure is required as a matter of law, subject to Section 5 below. Affiliate shall mean, with respect to a corporation, partnershipinquiry from, or other entityassisting in any inquiry, each such other corporation, partnership, investigation or other entity that directly, or indirectly, proceeding brought by Government Agencies in connection with (a) through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entity(e).