Common use of Obligations of Confidentiality Clause in Contracts

Obligations of Confidentiality. (a) Company understands and agrees that it will be deemed to be in a relationship of confidence with respect to the Confidential Information disclosed to it by Northstar. Company shall not disclose, and shall maintain the confidentiality of, all Confidential Information disclosed to it. Company shall use at least the same degree of care to safeguard and prevent the disclosure of the Confidential Information as it employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss or alteration of its own information (or information of its customers) of a similar nature, but not less than reasonable care. (b) Company shall ensure that its directors, officers and employees shall have access to the Confidential Information only to the extent necessary for such director, officer or employee to perform his or her obligations under or with respect to the Services Agreement or as otherwise naturally occurs in such director’s, officer’s or employee’s scope of responsibility, provided that such access is not in violation of any State Policies and Rules. Company may disclose Confidential Information to its Affiliates, auditors, attorneys, accountants, consultants, contractors and subcontractors (collectively, “Representatives”), where: (i) use by such Person is authorized by Company; (ii) such disclosure is necessary for the performance of such Person’s obligations under or with respect to the Services Agreement or otherwise naturally occurs in such Person’s scope of responsibility; and (iii) such Person (and its applicable officers and employees) agrees to confidentiality obligations that meet the requirements of this Agreement. Company agrees to instruct all such Representatives to perform his, her, or its obligations in accordance with the terms and conditions of this Agreement and not to disclose such Confidential Information to any third parties, and not to use the Confidential Information for any purpose (other than in connection with the provision of Services under the Services Agreement), without the prior written permission of Northstar. Company hereby assumes full responsibility for the acts or omissions of its directors, officers, employees and Representatives and shall ensure that the Confidential Information is not disclosed or used in contravention of this Agreement. Any disclosure to a Representative shall be under the terms and conditions as provided herein. (c) Company shall not: (i) make any use or copies of the Confidential Information disclosed to it except as contemplated by this Agreement; (ii) acquire any right in or assert any lien against the Confidential Information disclosed to it; (iii) sell, assign, transfer, lease or otherwise dispose of Confidential Information disclosed to it to Third Parties or commercially exploit such Confidential Information; or (iv) refuse for any reason to promptly provide the Confidential Information (including copies thereof) to Northstar, the State or the New Jersey Division of Lottery if requested by Northstar, the State or the New Jersey Division of Lottery to do so.

Obligations of Confidentiality. (a) Company understands and agrees that it will be deemed to be in a relationship of confidence with respect to the Confidential Information disclosed to it by Northstar. Company shall not disclose, and shall maintain the confidentiality of, all Confidential Information disclosed to it. Company shall use at least the same degree of care to safeguard and prevent the disclosure of the Confidential Information as it employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss or alteration of its own information (or information of its customers) of a similar nature, but not less than reasonable care. (b) Company shall ensure that its directors, officers and employees shall have access to the Confidential Information only to the extent necessary for such director, officer or employee to perform his or her obligations under or with respect to the Services Agreement Transaction or as otherwise naturally occurs in such director’s, officer’s or employee’s scope of responsibility, provided that such access is not in violation of any State Policies and Rules. Company may disclose Confidential Information to its Affiliatesaffiliates, auditors, attorneys, accountants, consultants, contractors and subcontractors (collectively, “Representatives”), where: (i) use by such Person is authorized by Company; (ii) such disclosure is necessary for the performance of such Person’s obligations under or with respect to the Services Agreement Transaction or otherwise naturally occurs in such Person’s scope of responsibility; and (iii) such Person (and its applicable officers and employees) agrees to confidentiality obligations that meet the requirements of this Agreement. Company agrees to instruct all such Representatives to perform his, her, or its obligations in accordance with the terms and conditions of this Agreement and not to disclose such Confidential Information to any third parties, and not to use the Confidential Information for any purpose (other than in connection with the provision of Services under services pursuant to the Services Agreement)Transaction, without the prior written permission of Northstar. Company hereby assumes full responsibility for the acts or omissions of its directors, officers, employees and Representatives and shall ensure that the Confidential Information is not disclosed or used in contravention of this Agreement. Any disclosure to a Representative shall be under the terms and conditions as provided herein. (c) Company shall not: (i) make any use or copies of the Confidential Information disclosed to it except as contemplated by this AgreementAgreement or as authorized by Northstar; (ii) acquire any right in or assert any lien against the Confidential Information disclosed to it; (iii) sell, assign, transfer, lease or otherwise dispose of Confidential Information disclosed to it to Third Parties or commercially exploit such Confidential Information; or (iv) refuse for any reason to promptly provide the Confidential Information (including copies thereof) to Northstar, the State or the New Jersey Division of Lottery if requested by Northstar, the State or the New Jersey Division of Lottery to do so.

Obligations of Confidentiality. (a) Company understands and agrees that it will be deemed to be in a relationship of confidence with respect to the Confidential Information disclosed to it by NorthstarXxxxxxxxx. Company shall not disclose, and shall maintain the confidentiality of, all Confidential Information disclosed to it. Company shall use at least the same degree of care to safeguard and prevent the disclosure of the Confidential Information as it employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss or alteration of its own information (or information of its customers) of a similar nature, but not less than reasonable care. (b) Company shall ensure insure that its directors, officers and employees shall have access to the Confidential Information only to the extent necessary for such director, officer or employee to perform his or her obligations under or with respect to the Services Agreement or as otherwise naturally occurs in such director’s, officer’s or employee’s scope of responsibility, ; provided that such access is not in violation of any State Policies and Rules. Company may disclose Confidential Information to its Affiliates, auditors, attorneys, accountants, consultants, contractors and subcontractors (collectively, “Representatives”), where: (i) use by such Person is authorized by Company; (ii) such disclosure is necessary for the performance of such Person’s obligations under or with respect to the Services Agreement or otherwise naturally occurs in such Person’s scope of responsibility; and (iii) such Person (and its applicable officers and employees) agrees to confidentiality obligations that meet the requirements of this Agreement. Company agrees to instruct all such Representatives to perform his, her, or its obligations in accordance with the terms and conditions of this Agreement and not to disclose such Confidential Information to any third parties, and not to use the Confidential Information for any purpose (other than in connection with the provision of Services under the Services Agreement), without the prior written permission of Northstar. Company hereby assumes full responsibility for the acts or omissions of its directors, officers, employees and Representatives and shall ensure that the Confidential Information is not disclosed or used in contravention of this Agreement. Any disclosure to a Representative shall be under the terms and conditions as provided herein. (c) Company shall not: (i) make any use or copies of the Confidential Information disclosed to it except as contemplated by this Agreement; (ii) acquire any right in or assert any lien against the Confidential Information disclosed to it; (iii) sell, assign, transfer, lease or otherwise dispose of Confidential Information disclosed to it to Third Parties or commercially exploit such Confidential Informationinformation; or (iv) refuse for any reason to promptly provide the Confidential Information (including copies thereof) to Northstar, the State or the New Jersey Division of Lottery if requested by Northstar, the State or the New Jersey Division of Lottery to do so.

Obligations of Confidentiality. (a) Company understands 2.1 The Recipient hereby agrees to hold and agrees that it will be deemed to be keep in a relationship of strictest confidence with respect to any and all Confidential Information. The Recipient may disclose the Confidential Information disclosed to the Recipient’s directors, officers, employees, representatives, professional advisors, subcontractors and/or agents (collectively referred to as “Representatives”). 2.2 The Recipient undertakes that it by Northstar. Company shall and shall cause its Representatives to use the Confidential Information solely to carry out the Purpose and shall not disclosetrade, and shall maintain disclose or make available any or all of the confidentiality of, all Confidential Information disclosed to it. Company any third parties in any manner whatsoever. 2.3 The Recipient shall use at least take all steps and measures to minimise the same degree risk of care to safeguard and prevent the disclosure of the Confidential Information as it employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss and shall only distribute or alteration of its own information (or information of its customers) of a similar nature, but not less than reasonable care. (b) Company shall ensure that its directors, officers and employees shall have grant access to the Confidential Information only to its Representatives who are involved in the extent necessary for such directorPurpose and on a “need to know basis”. 2.4 In respect of each Representative to whom the Recipient discloses Confidential Information in accordance with this Agreement or who receives Confidential Information on behalf of the Recipient, officer or employee to perform his or her the Recipient shall: (a) procure that each Representative strictly complies with all of the Recipient’s obligations under or with respect this Agreement as if those obligations were imposed on that person; (b) upon NUS’ request, immediately cease to disclose the Services Agreement or as otherwise naturally occurs in such director’s, officer’s or employee’s scope of responsibility, provided that such access is not in violation of any State Policies and Rules. Company may disclose Confidential Information to that Representative; and (c) be responsible for any breach of the terms of this Agreement by that Representative. 2.5 The Recipient shall ensure that the Confidential Information: (a) shall not be copied or reproduced in any form whatsoever by the Recipient or its Affiliates, auditors, attorneys, accountants, consultants, contractors and subcontractors (collectively, “Representatives”), where: (i) use by such Person is authorized by Company; (ii) such disclosure is Representatives save as may be necessary for the Purpose; and (b) subject to clause 2.8, shall not be retained or stored for longer than necessary for the Purpose and performance of such Person’s obligations under or with respect to the Services Agreement or otherwise naturally occurs in such Person’s scope of responsibility; and (iii) such Person (and its applicable officers and employees) agrees to confidentiality obligations that meet the requirements of this Agreement. Company agrees to instruct all such Representatives to perform his, her, or its obligations in accordance with the terms and conditions of this Agreement and not to disclose such Confidential Information to any third parties, and not to use the Confidential Information for any purpose (other than in connection with the provision of Services under the Services Agreement), without the prior written permission of Northstar. Company hereby assumes full responsibility for the acts or omissions of its directors, officers, employees and Representatives and herein. 2.6 The Recipient shall ensure that the Confidential Information is properly secured and stored in a manner which does not disclosed permit unauthorised access. 2.7 The Recipient shall immediately advise NUS of any unauthorised disclosure, misappropriation or used misuse by any person of any Confidential Information, upon the Recipient having knowledge of the same. 2.8 The Recipient shall and shall cause its Representatives to promptly return to NUS or destroy any or all Confidential Information upon the request of NUS at any time, save and except that the Recipient may retain one copy for its internal and legal compliance. 2.9 The Recipient shall not and shall cause that its Representatives do not make any press or other public statements (which includes announcement and releases) relating to this Agreement in contravention any medium concerning all or any part of the Purpose, including without limitation, the existence of this Agreement. Any disclosure to a Representative shall be under the terms and conditions as provided herein. (c) Company shall not: (i) make any use or copies of the Confidential Information disclosed to it except as contemplated by this Agreement; (ii) acquire any right in or assert any lien against the Confidential Information disclosed to it; (iii) sell, assign, transfer, lease or otherwise dispose of Confidential Information disclosed to it to Third Parties or commercially exploit such Confidential Information; or (iv) refuse for any reason to promptly provide the Confidential Information (including copies thereof) to Northstar, the State or the New Jersey Division of Lottery if requested by Northstar, the State or the New Jersey Division of Lottery to do so.

Obligations of Confidentiality. (a) Company understands and agrees that it will be deemed to be in a relationship of confidence with respect to the 2.1 Recipient shall treat all Confidential Information disclosed to it as strictly confidential and not to exploit or make use, directly or indirectly, of such Confidential Information without the express written consent of the Company, except for the purpose of performing the Services pursuant to the Consulting Agreement. Consultant shall assume full responsibility for enforcing this obligation and shall take appropriate measures with its employees to ensure that such persons are bound by Northstar. Company a like covenant of secrecy, including but not limited to informing any of its employees receiving such Confidential Information that such Confidential Information shall not disclosebe disclosed except as provided herein. 2.2 Recipient shall not copy or reproduce in any way (including without limitation, and shall maintain the confidentiality of, all store in any computer or electronic system) any Confidential Information disclosed for purposes other than the performance of the Services, without the Company’s prior written consent. 2.3 Recipient shall refrain from analyzing, reverse-engineering, decompiling, or disassembly or attempting to it. Company shall use at least analyze Confidential Information in order to determine the same degree of care to safeguard and prevent the construction, code, algorithm or topology (composition, formula or specifications) thereof, either by itself or through any third party. 2.4 The disclosure of the Confidential Information as by the Company shall not grant Recipient any express, implied or other license or rights to patents or trade secrets of the Company or their suppliers, whether or not patentable, nor shall it employs constitute or be deemed to avoid unauthorized disclosurecreate a partnership, publication, dissemination, destruction, loss joint venture or alteration of its own information (or information of its customers) of a similar nature, but not less than reasonable careother undertaking. (b) Company 2.5 Recipient shall ensure that its directorsnot remove or otherwise alter any of trademarks or service marks, officers and employees shall have access serial numbers, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed or attached to the Confidential Information only or any part thereof. 2.6 If Recipient or anyone to whom Recipient has disclosed the Confidential Information with the consent of the Company is required to disclose any Confidential Information pursuant to the extent necessary provisions of any applicable law - Recipient shall first notify the Company of such requirement and shall cooperate with the Company so that the Company may seek a protective order or prevent or minimize such disclosure. 2.7 Recipient is aware that parent companies of the Company are publicly traded in the NASDAQ stock exchange, and that all or part of the Confidential Information may be regarded by applicable law as “Inside Information”, as this term is defined in the Israeli Securities Law, 1968 or the US Securities Laws; Recipient is aware that legal restrictions are imposed by Israeli and US Securities Laws concerning the use of such information by the holder thereof in connection with any transaction in the Company’s parent companies securities. 2.8 Recipient hereby assumes full responsibility for such director, officer or employee to perform his or her obligations under or with respect any damage caused to the Services Agreement or Company as otherwise naturally occurs in such director’s, officer’s or employee’s scope a result of responsibility, provided that such access is not in violation of any State Policies and Rules. Company may disclose Confidential Information to its Affiliates, auditors, attorneys, accountants, consultants, contractors and subcontractors (collectively, “Representatives”), where: (i) use by such Person is authorized by Company; (ii) such disclosure is necessary for the performance of such Person’s obligations under or with respect to the Services Agreement or otherwise naturally occurs in such Person’s scope of responsibility; and (iii) such Person (and its applicable officers and employees) agrees to confidentiality obligations that meet the requirements of this Agreement. Company agrees to instruct all such Representatives to perform his, her, or its obligations in accordance with the terms and conditions breach of this Agreement by it or by any of its employees and not consultants, and shall take all appropriate measures to disclose such insure the non-disclosure of the Confidential Information to any third parties, and not to use the Confidential Information for any purpose (other than in connection with the provision of Services under the Services Agreement), without the prior written permission of Northstar. Company hereby assumes full responsibility for the acts or omissions of its directors, officers, employees and Representatives and shall ensure that the Confidential Information is not disclosed or used in contravention of this Agreement. Any disclosure to a Representative shall be under the terms and conditions as provided hereinparty. (c) Company shall not: (i) make any use or copies of the Confidential Information disclosed to it except as contemplated by this Agreement; (ii) acquire any right in or assert any lien against the Confidential Information disclosed to it; (iii) sell, assign, transfer, lease or otherwise dispose of Confidential Information disclosed to it to Third Parties or commercially exploit such Confidential Information; or (iv) refuse for any reason to promptly provide the Confidential Information (including copies thereof) to Northstar, the State or the New Jersey Division of Lottery if requested by Northstar, the State or the New Jersey Division of Lottery to do so.

Obligations of Confidentiality. (a) Company understands and agrees that it will be deemed to be in a relationship of confidence with respect to the Confidential Information disclosed to it by NorthstarXxxxxxxxx. Company shall not disclose, and shall maintain the confidentiality of, all Confidential Information disclosed to it. Company shall use at least the same degree of care to safeguard and prevent the disclosure of the Confidential Information as it employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss or alteration of its own information (or information of its customers) of a similar nature, but not less than reasonable care. (b) Company shall ensure that its directors, officers and employees shall have access to the Confidential Information only to the extent necessary for such director, officer or employee to perform his or her obligations under or with respect to the Services Agreement or as otherwise naturally occurs in such director’s, officer’s or employee’s scope of responsibility, provided that such access is not in violation of any State Policies and Rules. Company may disclose Confidential Information to its Affiliates, auditors, attorneys, accountants, consultants, contractors and subcontractors (collectively, “Representatives”), where: (i) use by such Person is authorized by Company; (ii) such disclosure is necessary for the performance of such Person’s obligations under or with respect to the Services Agreement or otherwise naturally occurs in such Person’s scope of responsibility; and (iii) such Person (and its applicable officers and employees) agrees to confidentiality obligations that meet the requirements of this Agreement. Company agrees to instruct all such Representatives to perform his, her, or its obligations in accordance with the terms and conditions of this Agreement and not to disclose such Confidential Information to any third parties, and not to use the Confidential Information for any purpose (other than in connection with the provision of Services under the Services Agreement), without the prior written permission of Northstar. Company hereby assumes full responsibility for the acts or omissions of its directors, officers, employees and Representatives and shall ensure that the Confidential Information is not disclosed or used in contravention of this Agreement. Any disclosure to a Representative shall be under the terms and conditions as provided herein. (c) Company shall not: (i) make any use or copies of the Confidential Information disclosed to it except as contemplated by this Agreement; (ii) acquire any right in or assert any lien against the Confidential Information disclosed to it; (iii) sell, assign, transfer, lease or otherwise dispose of Confidential Information disclosed to it to Third Parties or commercially exploit such Confidential Information; or (iv) refuse for any reason to promptly provide the Confidential Information (including copies thereof) to Northstar, the State or the New Jersey Division of Lottery if requested by Northstar, the State or the New Jersey Division of Lottery to do so.