Common use of Obligations of the Receiving Party Clause in Contracts

Obligations of the Receiving Party. (i) The Receiving Party and its Representatives will: (i) keep and safeguard as confidential all of the Disclosing Party’s Confidential Information, using at least those measures that the Receiving Party takes to protect its own information of a similar nature, including, as applicable, secure access to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose any Confidential Information in any manner whatsoever, except in accordance with Sections 35(a)(ii) or 35(a)(iv), or as required by applicable Law pursuant to Section 35(b); and (iii) use the Disclosing Party’s Confidential Information only to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit of the Disclosing Party. (ii) A Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: (a) have a need to know the Confidential Information for the performance of the Receiving Party’s obligations or exercise of its rights under this Agreement or the License Agreement; (b) are informed by Receiving Party of the confidential nature of the Confidential Information; and (c) agree in writing to strictly abide by an obligation of confidentiality no less strict than the terms of this Section 35 or have another legal duty of confidentiality to the Receiving Party. Each Member will remain liable for any use or disclosure of the other Member’s Confidential Information by any Representative in contravention of this Section 35. (iii) Neither Member will make any copy of the other Member’s Confidential Information unless approved in writing by the other Member. Neither Member may remove any proprietary, copyright, confidential, trade secret or other legend from any of the other Member’s Confidential Information or any copies. (iv) Except for disclosures made in accordance with Section 35(a)(ii), any disclosure by the Receiving Party or any of its Representatives of the Disclosing Party’s Confidential Information is subject to the prior written consent of one of the following individuals at the Disclosing Party: (i) for the Special Member, the Chief Executive Officer or the Chief Legal Officer; and (ii) for the Primary Member, the President or the General Counsel.

Obligations of the Receiving Party. (i) 2.1. The Receiving Party shall only use the Confidential Information for the Purpose. 2.2. The Receiving Party shall keep and shall ensure to keep the Confidential Information confidential and shall not disclose the Confidential Information to anyone except as permitted by this Agreement. 2.3. The Receiving Party shall only allow access to the Confidential Information to those of its employees, directors, officers, affiliates and its Representatives will: third-party professional advisers who have a need to know it for the Purpose (i“Permitted Users”). 2.4. The Receiving Party shall ensure that all professional advisers (to the extent that any professional adviser is not under a professional duty to protect the confidentiality) keep to which the Receiving Party grants access to the Confidential Information have entered into a confidentiality agreement substantially similar to this Agreement before providing that professional adviser with any Confidential Information. 2.5. The Receiving Party is fully responsible and safeguard liable for any use and abuse of Confidential Information by the Permitted Users it provides access to the Confidential Information. 2.6. The Receiving Party shall not copy or reproduce any part of the Confidential Information in any form except as confidential all of necessary for the Purpose. 2.7. The Receiving Party shall not attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in the other party’s products, models or prototypes which contain Confidential Information and which are disclosed pursuant to this Agreement. 2.8. Immediately upon request by the Disclosing Party’s , the Receiving Party shall ensure that all physical copies of the Confidential Information including partial copies or adaptations thereof will be destroyed and shall ensure the permanent deletion of all copies thereof from its computer systems, unless any information needs to be retained by the Receiving Party under the applicable laws and regulations. If any documents are retained by the Receiving Party pursuant to the preceding provision, the Receiving Party shall keep such documents confidential in accordance with the terms of this Agreement. 2.9. The Receiving Party will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, using at least those which measures shall include the highest degree of care that the Receiving Party takes utilizes to protect its own information Confidential Information of a similar nature, including, as applicable, secure access which will in no event be a less than a reasonable degree of care. 2.10. The Receiving Party agrees to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose any Confidential Information in any manner whatsoever, except in accordance with Sections 35(a)(ii) or 35(a)(iv), or as required by applicable Law pursuant to Section 35(b); and (iii) use immediately notify the Disclosing Party’s Confidential Information only to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit of the Disclosing Party. (ii) A Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: (a) have a need to know the Confidential Information for the performance of the Receiving Party’s obligations or exercise of its rights under this Agreement or the License Agreement; (b) are informed by Receiving Party of the confidential nature of the Confidential Information; and (c) agree in writing to strictly abide by an obligation of confidentiality no less strict than the terms of this Section 35 or have another legal duty of confidentiality to the Receiving Party. Each Member will remain liable for any unauthorized use or disclosure of the other Member’s Confidential Information by which may come to its attention and shall assist the Disclosing Party in remedying any Representative in contravention of this Section 35such unauthorized use or disclosure. 2.11. The Receiving Party agrees to return all Confidential Information (iiitapes, disks, etc. including copies and samples made) Neither Member will make any copy received from the Disclosing Party immediately upon request after termination of the other Member’s Confidential Information unless approved Agreement or to destroy them in writing by the other Member. Neither Member may remove any proprietary, copyright, confidential, trade secret or other legend from any of the other Member’s Confidential Information or any copies. an appropriate form (iv) Except for disclosures made in accordance with Section 35(a)(ii)ISO/IEC 21964, any disclosure by using devices of security level 4 - or higher - for documents or data carriers with Confidential Information) except for copies that the Receiving Party or any receiving party keeps for the purpose of its Representatives proving the content and course of the business relationship, as well as back-up copies of data that are generated by means of automated backup processes of electronic data. The Disclosing Party’s Confidential Information is subject to the prior written consent of one Party must be informed of the following individuals at destruction and the Disclosing Party: (i) for the Special Member, the Chief Executive Officer or the Chief Legal Officer; and (ii) for the Primary Member, the President or the General Counselmanner thereof.

Obligations of the Receiving Party. (i) The Receiving Party and its Representatives will: (i) keep and safeguard as confidential all of the Disclosing Party’s Confidential Information, using at least those measures that the Receiving Party takes to protect its own information of a similar nature, including, as applicable, secure access to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose any Confidential Information in any manner whatsoever, except in accordance with Sections 35(a)(ii4(a)(ii) or 35(a)(iv4(a)(iv), or as required by applicable Law pursuant to Section 35(b4(b); and (iii) use the Disclosing Party’s Confidential Information only to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit of the Disclosing Party. (ii) A Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: (a) have a need to know the Confidential Information for the performance of the Receiving Party’s obligations or exercise of its rights under this Agreement or the License a Transaction Agreement; (b) are informed by Receiving Party of the confidential nature of the Confidential Information; and (c) agree in writing to strictly abide by an obligation of confidentiality no less strict than the terms of this Section 35 4 or have another legal duty of confidentiality to the Receiving Party. Each Member Party will remain liable for any use or disclosure of the other MemberParty’s Confidential Information by any Representative in contravention of this Section 354. (iii) Neither Member Party will make any copy of the other MemberParty’s Confidential Information unless approved in writing by the other MemberParty. Neither Member Party may remove any proprietary, copyright, confidential, trade secret or other legend from any of the other MemberParty’s Confidential Information or any copies. (iv) Except for disclosures made in accordance with Section 35(a)(ii4(a)(ii), any disclosure by the Receiving Party or any of its Representatives of the Disclosing other Party’s Confidential Information is subject to the prior written consent of one of the following individuals at the Disclosing Party: (i) for the Special MemberVivint Solar, the Chief Executive Officer or the Chief Legal Officer; and (ii) for the Primary MemberVivint, the President or the General Counsel.

Obligations of the Receiving Party. (i) The Receiving Party agrees and warrants the following: a. It will process the Personal Data only for purposes stated in the Agreement and in compliance with its documented instructions. If the Receiving Party cannot provide such compliance for whatever reason, it agrees to inform the Disclosing Party promptly of its inability to comply, in which case the Disclosing Party at its sole option is entitled to suspend the transfer of data and/or terminate the Agreement; b. Nothing prevents it from fulfilling the instructions received from the Disclosing Party and its Representatives willobligations under the Agreement, and if it becomes aware of any event which is likely to have a substantial adverse effect on the warranties and obligations set forth in this Supplement, it will promptly notify the Disclosing Party of such event, in which case the Disclosing Party is entitled to either suspend the transfer of data and/or terminate the Agreement; c. It will ensure that an obligation of confidentiality is imposed on persons authorized to process the Personal Data and take reasonable steps to ensure the reliability and integrity of any its personnel who have access to the Personal Data. Further, the Receiving Party shall disclose Personal Data or permit access to such Personal Data only to those authorized personnel with a need to know basis, and shall only provide such Personal Data to enable its authorized personnel to provide the Services set forth in the Agreement; d. It has implemented and currently maintains the appropriate Technical, Physical and Organizational Security Measures which comply with the Applicable Data Protection Law prior to and e. It will not share Personal Data with any party Disclosing Party; Provided, that if allowed by the Disclosing Party to engage another processor, the Receiving Party’s agreement with the processor shall ensure that the same obligations for data protection under the Agreement and Applicable Data Protection Law are implemented, taking into account the nature of the processing; f. It will promptly notify the Disclosing Party about: (i) keep • Any legally binding request for disclosure of the Personal Data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation; and safeguard • Any requests received from Data Subjects, without responding to such requests, unless it has been authorized to do so by the Disclosing Party; g. It will assist the Disclosing Party in fulfilling its obligation to respond to requests by Data Subjects relative to the exercise of their rights under the Applicable Data Protection Law. To this extent, the Receiving Party agrees to assist the Disclosing Party in responding to requests from Data Subjects, including, but not limited to, their right to access, copy, correct, rectify, erase or remove their Personal Data; h. It will assist the Disclosing Party in ensuring compliance with the Applicable Data Protection Law, taking into account the nature of processing and the information available to the Receiving i. After the end of the provision of Services relating to the processing, the Receiving Party shall ensure that the Personal Data are properly disposed of in such a way that would prevent further processing as confidential all well as improper, unauthorized, accidental or unlawful access; j. It will immediately inform the Disclosing Party if, in its opinion, any of its instruction infringes the Applicable Data Protection Law; k. It will not transfer any Personal Data, including transfer to another country or to a subcontractor in another country, without the express written consent of the Disclosing Party’s Confidential Information. If the Disclosing Party provides consent, using at least those measures that the Receiving Party takes shall provide a written undertaking that the Personal Data transferred to protect another country will be protected at a standard that is comparable to that under the Applicable Data Protection Law; l. It will register itself and its own information relevant systems to comply with the provisions of a similar naturethe Applicable Data Protection Law; m. It will update its relevant systems and its Technical, includingPhysical, and Organizational Security Measures as necessary to comply with the provisions of the Applicable Data Protection Law; n. It will immediately report any Personal Data Breach or any other violation of the Applicable Data Protection Law to the Disclosing Party and to the appropriate regulatory authority, as applicable. The report should contain detailed information about those matters required under Circular 16-03 and other Applicable Data Protection Law; o. In the event of Personal Data Breach, secure access it will assist and cooperate with the Disclosing Party to information technology systems where Confidential Information is storedinvestigate and remediate the breach, which cooperate with any relevant regulatory authority or law p. It will strictly adhere to and adopt the guidelines and security measures willin Rules II to IV of Circular 16-03 to prevent Personal Data Breach; q. It will update itself, at minimumon a regular basis, be reasonable; (ii) not disclose any Confidential Information on the issuances of the NPC and relevant regulatory authorities in any manner whatsoeverrelation to Applicable Data Protection Laws and strictly adhere thereto; r. It will cooperate, except in accordance with Sections 35(a)(ii) or 35(a)(iv), or as required by applicable Law pursuant to Section 35(b); and (iii) use upon the Disclosing Party’s Confidential Information only to perform the Receiving Party’s obligations request, in any data protection impact assessment, audit or exercise the Receiving Party’s rights under a Transaction Agreement inspection or otherwise for the benefit of the Disclosing Party. (ii) A Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: (a) have a need to know the Confidential Information for the performance of the Receiving Party’s obligations any inquiry or exercise of its rights under this Agreement or the License Agreement; (b) are informed by Receiving Party of the confidential nature of the Confidential Information; and (c) agree in writing to strictly abide by an obligation of confidentiality no less strict than the terms of this Section 35 or have another legal duty of confidentiality to the Receiving Party. Each Member will remain liable for any use or disclosure of the other Member’s Confidential Information by any Representative in contravention of this Section 35. (iii) Neither Member will make any copy of the other Member’s Confidential Information unless approved in writing by the other Member. Neither Member may remove any proprietary, copyright, confidential, trade secret or other legend notice received from any of the other Member’s Confidential Information or any copies. (iv) Except for disclosures made in accordance with Section 35(a)(ii), any disclosure by the Receiving Party or any of its Representatives of the Disclosing Party’s Confidential Information is subject to the prior written consent of one of the following individuals at the Disclosing Party: (i) for the Special Member, the Chief Executive Officer or the Chief Legal Officer; and (ii) for the Primary Member, the President or the General Counsel.relevant regulatory authority or

Obligations of the Receiving Party. (i) 1. The Receiving Party undertakes to keep confidential any confidential information received from the Providing Party, to protect it from making it available to third parties and its Representatives will: to treat it as strictly confidential. The Receiving Party agrees that, in the event of disclosure, the Receiving Party shall be liable for a breach of this obligation by a third party, as if it had been breached by itself. 2. Notwithstanding any other obligations and/or undertakings under this Agreement, the Receiving Party undertakes to: (ia) ensure that the obligation resulting from this Agreement shall be observed by all employees and cooperating third parties. The cooperating third party and Receiving Party’s employees having access the confidential information, have to be bound contractually to keep and safeguard the confidential information as confidential all to the same extent as stipulated by this Agreement. (b) limit / restrict access to the confidential information only to those employees, advisors or subcontractors, who need such access to this information with regard to the Purpose, and shall assure that the respective persons shall observe in full the obligations resulting from this Agreement to the extent as if they were Receiving Party’s agreement parties; (c) neither reproduce, keep or spread confidential information nor allow the confidential information to be reproduced, kept or spread except for the cases when the reproduction, keeping or spreading of such information is required for the Purpose; (d) protect business interests of the Disclosing Party’s Confidential InformationProviding Party and take the same measures for protecting the confidential information, using implementation of which would be expected from cautious and prudent person in relation to its own business interests and confidential information; (e) return all confidential information, copies and material evidences of any form thereof back to the Providing Party and remove the confidential information from all search systems and databases or destroy it immediately upon the order of the Providing Party making it available, and upon the request of the Providing Party provide immediately a confirmation by appropriate managing employee or director, which confirms its returning, removing or destroying upon circumstances thereof; (f) be liable and accountable to the Providing Party for compliance with the conditions set out in this Agreement and shall indemnify the other Agreement Party in full and relieve it from the liability for a damages (including any fees and expenditures for a legal representative) that will arise in consequence of a breach of this Agreement. (g) in the cases designated by the Providing Party use, for the transfer of confidential information, encryption or other appropriate protection of the transmission of confidential information. . 3. The obligations set out in this Agreement shall not apply to the confidential information which: (a) are publicly known at least those measures the time of disclosure, or that become upon rightful and authorized accessing public available otherwise than by breach of this Agreement; (b) the Receiving Party has created or acquired separately and otherwise than by breach of this Agreement; (c) the Receiving Party has been obtained from a third party at any time without restriction in its disclosure or use; (d) the Receiving Party shall disclose pursuant to provisions of the generally binding regulation or upon resolution of court order, law enforcement authority or public authority issued in accordance with applicable generally binding regulations provided however that the Receiving Party takes has informed the Providing Party on any such mandatory disclosure of the confidential information immediately after it had learnt about such legal obligation to disclose the information; or (e) the Providing Party has granted the Receiving Party express consent in writing to disclosing the confidential information; (h) Is obliged to send the signed Agreement to the Provider and to receive the Provider's access key, which will make available to the Recipient all key protected documents; (i) Is obliged to protect its own information access keys to protected documents and data, and secure these keys against e.g. damage, loss, theft or any misuse; (j) Promptly notify the Provider of a similar nature, including, as applicable, secure any potential leakage of data or access keys to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose any Confidential Information in any manner whatsoever, except in accordance with Sections 35(a)(ii) or 35(a)(iv), or as required by applicable Law pursuant to Section 35(b); and (iii) use protected documents that could enter the Disclosing Party’s Confidential Information only to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit sphere of the Disclosing Partyunauthorized persons. (ii) A Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: 4. The Agreement Parties further acknowledge and agree that: (a) have a need the obligations set out in this Agreement are reasonable and necessary in order to know the Confidential Information for the performance protect legible commercial, business and technical interests of the Receiving Providing Party’s , and the extinction of these obligations or exercise of its shall not affect any rights under this Agreement or that the License Agreement; Providing Party may have in relation to the confidential information pursuant to applicable legal regulation regarding the intellectual property rights; (b) are informed by Receiving Party a breach of the confidential nature of the Confidential Information; and (c) agree obligations set out in writing to strictly abide by an obligation of confidentiality no less strict than the terms of this Section 35 or have another legal duty of confidentiality to the Receiving Party. Each Member will remain liable for any use or disclosure of the other Member’s Confidential Information by any Representative in contravention of this Section 35. (iii) Neither Member will make any copy of the other Member’s Confidential Information unless approved in writing by the other Member. Neither Member may remove any proprietary, copyright, confidential, trade secret or other legend from any of the other Member’s Confidential Information or any copies. (iv) Except for disclosures made in accordance with Section 35(a)(ii), any disclosure Agreement by the Receiving Party may cause serious damage to the Providing Party and indemnity may be insufficient in order to be reasonable mean of cure, and thus the Agreement Parties agree that they have right (besides all other rights upon the law or any of its Representatives upon this Agreement including monetary indemnification) for obtaining an interim measure or binding junction of the Disclosing court to prevent the breach of obligations under this Agreement; (c) accepting the confidential information (by the receipt of such confidential information by the Receiving Party’s Confidential Information is subject ), does not include any proprietary right or other right to the prior written consent of one of the following individuals at the Disclosing Party: (i) for the Special Member, the Chief Executive Officer or the Chief Legal Officer; and (ii) for the Primary Member, the President or the General Counselsuch confidential information.

Obligations of the Receiving Party. Subject to Sections 3 and 4, from the Effective Date and for five years thereafter, the Receiving Party (ia) shall use the Confidential Information of the Disclosing Party solely for the Purpose and shall not use such Confidential Information for any other purpose, (b) shall keep confidential and not publish, make available or otherwise disclose any Confidential Information, except to its Representatives who reasonably require access to such Confidential Information in connection with the Purpose and who are bound by confidentiality and non-use obligations with respect to such Confidential Information that are no less onerous than those set forth in this Agreement, and (c) shall not disclose (including by issuing a press release or otherwise making any public statement) to any other Person the fact that Confidential Information has been made available to the Receiving Party, the fact that discussions or negotiations with respect to the Proposed Transaction are taking place between the Parties, or any of the terms, conditions or other facts with respect to such discussions or negotiations (including the status thereof). For purposes of this Agreement, the information described in the foregoing clause (c) shall be deemed to be Confidential Information of each Party. The Receiving Party shall be jointly and severally liable for any breach by any of its Representatives will: (i) keep and safeguard as confidential all of the Disclosing Party’s Confidential Information, using at least those measures that the restrictions set forth in this Agreement. The Receiving Party takes to protect its own information of a similar nature, including, as applicable, secure access to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose any Confidential Information in any manner whatsoever, except in accordance with Sections 35(a)(ii) or 35(a)(iv), or as required by applicable Law pursuant to Section 35(b); and (iii) use shall notify the Disclosing Party’s Confidential Information only to perform Party promptly upon the Receiving Party’s obligations discovery of any disclosure or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit use of Confidential Information of the Disclosing Party. (ii) A Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: (a) have a need to know the Confidential Information for the performance of the Receiving Party’s obligations or exercise of its rights under this Agreement or the License Agreement; (b) are informed by Receiving Party of the confidential nature of the Confidential Information; and (c) agree in writing to strictly abide by an obligation of confidentiality no less strict than the terms of this Section 35 or have another legal duty of confidentiality to the Receiving Party. Each Member will remain liable for any use or disclosure of the other Member’s Confidential Information by any Representative in contravention of this Section 35. (iii) Neither Member will make any copy of the other Member’s Confidential Information unless approved in writing by the other Member. Neither Member may remove any proprietary, copyright, confidential, trade secret or other legend from any of the other Member’s Confidential Information or any copies. (iv) Except for disclosures made in accordance with Section 35(a)(ii), any disclosure by the Receiving Party or any of its Representatives in breach of the terms hereof, and the Receiving Party, at its expense, shall cooperate with the Disclosing Party at the Disclosing Party’s Confidential Information is subject reasonable request to the prior written consent of one of the following individuals at the Disclosing Party: (i) for the Special Member, the Chief Executive Officer or the Chief Legal Officer; mitigate such breach and (ii) for the Primary Member, the President or the General Counselprevent any further breach hereof.

Obligations of the Receiving Party. (i) 3.1. The Receiving receiving Party acknowledges that the disclosing Party has an interest in maintaining the confidentiality of the Confidential Information disclosed in relation to the Permitted Purpose. The receiving Party undertakes not to, and its Representatives will: (i) keep shall not, use, disclose, distribute and/or disseminate any and safeguard as confidential all parts of the Confidential Information of the Disclosing Party’s Confidential Information, using at least those measures that the Receiving Party takes to protect its own information of a similar nature, including, as applicable, secure access to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose any Confidential Information in any manner whatsoeverform or format, except to any third party other than the persons detailed in accordance with Sections 35(a)(ii) or 35(a)(iv)article 3.2 hereunder, or as required by applicable Law pursuant to Section 35(b); and (iii) use without the Disclosing Party’s Confidential Information only to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit prior written approval of the Disclosing disclosing Party. (ii) A Receiving 3.2. The receiving Party may has the right to disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: persons (ae.g. employees, consultants and/or advisors) have within its organization (i) with a need to know the Confidential Information for the performance of the Receiving Party’s obligations or exercise of its rights under this Agreement or the License Agreement; Permitted Purpose, (bii) who are informed by Receiving Party of the confidential nature of the Confidential Information; Information and (ciii) who agree in writing to strictly abide be bound or are already bound by an obligation of confidentiality existing agreements with the receiving Party) by terms no less strict stringent than the terms of ones set forth in this Section 35 or have another legal duty of confidentiality to Agreement. Furthermore, this Agreement shall also cover the Receiving Party. Each Member will remain liable for any use or disclosure of any Confidential Information to or by Affiliates engaged in the other Member’s performance of the Permitted Purpose. Disclosure by or to an Affiliate shall be deemed to be a disclosure under this Agreement, regardless to whom the Confidential Information belongs. In addition, this Agreement shall also cover disclosures of Confidential Information by any Representative and to each Party’s consultants and representatives engaged in contravention the performance of this Section 35the Permitted Purpose according to the terms herein and for the Permitted Purpose only. (iii3.3. The receiving Party shall treat any and all part(s) Neither Member will make any copy of the other Member’s Confidential Information unless approved it receives from the disclosing Party with – at least – the same degree of due and diligent care as it applies with respect to its own confidential information, which standard shall in writing by the other Memberno instance be less than reasonable care. Neither Member may remove any proprietary, copyright, confidential, trade secret or other legend from any The receiving Party shall be liable for disclosure of Confidential Information of the other Member’s disclosing Party if such care is not used. The burden shall be upon receiving Party to show that such care was used. 3.4. The receiving Party undertakes to use the Confidential Information solely for the Permitted Purpose and not use the Confidential Information for its own purposes or any copiesbenefit. (iv) Except for disclosures made in accordance with Section 35(a)(ii), any disclosure by 3.5. The receiving Party shall not use the Receiving Party or any of its Representatives of the Disclosing disclosing Party’s Confidential Information is subject in the design, development, production, stockpiling or use of weapons of mass destruction, such as nuclear, chemical or biological weapons or missiles, nor for any use supporting these weapon activities. 3.6. The receiving Party shall promptly cease to use the Confidential Information and all copies thereof upon first request of the disclosing Party and, in any event, upon termination of this Agreement. 3.7. The receiving Party shall have the right to refuse to accept any Confidential Information under this Agreement if it believes the receipt of such information would limit or restrict in any way the use of its own technology or otherwise impair its business interests and nothing herein shall obligate the disclosing Party to disclose to the prior written consent of one of the following individuals at the Disclosing Party: (i) for the Special Member, the Chief Executive Officer or the Chief Legal Officer; and (ii) for the Primary Member, the President or the General Counselreceiving Party any particular information.

Obligations of the Receiving Party. (i) 1. The Receiving Party undertakes to keep confidential any confidential information received from the Providing Party, to protect it from making it available to third parties and its Representatives will: to treat it as strictly confidential. The Receiving Party agrees that, in the event of disclosure, the Receiving Party shall be liable for a breach of this obligation by a third party, as if it had been breached by itself. 2. Notwithstanding any other obligations and/or undertakings under this Agreement, the Receiving Party undertakes to: (ia) ensure that the obligation resulting from this Agreement shall be observed by all employees and cooperating third parties. The cooperating third party and Receiving Party’s employees having access the confidential information, have to be bound contractually to keep and safeguard the confidential information as confidential all to the same extent as stipulated by this Agreement. (b) limit / restrict access to the confidential information only to those employees, advisors or subcontractors, who need such access to this information with regard to the Purpose, and shall assure that the respective persons shall observe in full the obligations resulting from this Agreement to the extent as if they were Receiving Party’s agreement parties; (c) neither reproduce, keep or spread confidential information nor allow the confidential information to be reproduced, kept or spread except for the cases when the reproduction, keeping or spreading of such information is required for the Purpose; (d) protect business interests of the Disclosing Party’s Confidential InformationProviding Party and take the same measures for protecting the confidential information, using implementation of which would be expected from cautious and prudent person in relation to its own business interests and confidential information; (e) return all confidential information, copies and material evidences of any form thereof back to the Providing Party and remove the confidential information from all search systems and databases or destroy it immediately upon the order of the Providing Party making it available, and upon the request of the Providing Party provide immediately a confirmation by appropriate managing employee or director, which confirms its returning, removing or destroying upon circumstances thereof; (f) be liable and accountable to the Providing Party for compliance with the conditions set out in this Agreement and shall indemnify the other Agreement Party in full and relieve it from the liability for a damages (including any fees and expenditures for a legal representative) that will arise in consequence of a breach of this Agreement. (g) in the cases designated by the Providing Party use, for the transfer of confidential information, encryption or other appropriate protection of the transmission of confidential information. . 3. The obligations set out in this Agreement shall not apply to the confidential information which: (a) are publicly known at least those measures the time of disclosure, or that become upon rightful and authorized accessing public available otherwise than by breach of this Agreement; (b) the Receiving Party has created or acquired separately and otherwise than by breach of this Agreement; (c) the Receiving Party has been obtained from a third party at any time without restriction in its disclosure or use; (d) the Receiving Party shall disclose pursuant to provisions of the generally binding regulation or upon resolution of court oreder, law enforcement authority or public authority issued in accordance with applicable generally binding regulations provided however that the Receiving Party takes has informed the Providing Party on any such mandatory disclosure of the confidential information immediately after it had learnt about such legal obligation to disclose the information; or (e) the Providing Party has granted the Receiving Party express consent in writing to disclosing the confidential information; (h) Is obliged to send the signed Agreement to the Provider and to receive the Provider's access key, which will make available to the Recipient all key protected documents; (i) Is obliged to protect its own information access keys to protected documents and data, and secure these keys against e.g. damage, loss, theft or any misuse; (j) Promptly notify the Provider of a similar nature, including, as applicable, secure any potential leakage of data or access keys to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose any Confidential Information in any manner whatsoever, except in accordance with Sections 35(a)(ii) or 35(a)(iv), or as required by applicable Law pursuant to Section 35(b); and (iii) use protected documents that could enter the Disclosing Party’s Confidential Information only to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit sphere of the Disclosing Partyunauthorized persons. (ii) A Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: 4. The Agreement Parties further acknowledge and agree that: (a) have a need the obligations set out in this Agreement are reasonable and necessary in order to know the Confidential Information for the performance protect legible commercial, business and technical interests of the Receiving Providing Party’s , and the extinction of these obligations or exercise of its shall not affect any rights under this Agreement or that the License Agreement; Providing Party may have in relation to the confidential information pursuant to applicable legal regulation regarding the intellectual property rights; (b) are informed by Receiving Party a breach of the confidential nature of the Confidential Information; and (c) agree obligations set out in writing to strictly abide by an obligation of confidentiality no less strict than the terms of this Section 35 or have another legal duty of confidentiality to the Receiving Party. Each Member will remain liable for any use or disclosure of the other Member’s Confidential Information by any Representative in contravention of this Section 35. (iii) Neither Member will make any copy of the other Member’s Confidential Information unless approved in writing by the other Member. Neither Member may remove any proprietary, copyright, confidential, trade secret or other legend from any of the other Member’s Confidential Information or any copies. (iv) Except for disclosures made in accordance with Section 35(a)(ii), any disclosure Agreement by the Receiving Party may cause serious damage to the Providing Party and indemnity may be insufficient in order to be reasonable mean of cure, and thus the Agreement Parties agree that they have right (besides all other rights upon the law or any of its Representatives upon this Agreement including monetary indemnification) for obtaining an interim measure or binding junction of the Disclosing court to prevent the breach of obligations under this Agreement; (c) accepting the confidential information (by the receipt of such confidential information by the Receiving Party’s Confidential Information is subject ), does not include any proprietary right or other right to the prior written consent of one of the following individuals at the Disclosing Party: (i) for the Special Member, the Chief Executive Officer or the Chief Legal Officer; and (ii) for the Primary Member, the President or the General Counselsuch confidential information.

Obligations of the Receiving Party. (i) 2.1. The Receiving receiving Party and its Representatives will: (i) keep and safeguard as confidential all will appoint an employee who shall participate in a cooperative manner in the performance of the Disclosing Party’s Purpose as detailed in article 2.3 below. The receiving Party may appoint a substitute of the appointed employee. 2.2. The receiving Party will not disclose and will keep confidential the Confidential Information, using at least those measures that the Receiving Party takes Information except to protect its own information of a similar nature, including, as applicable, secure substitute who needs to have access to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose any Confidential Information in any manner whatsoever, except in accordance with Sections 35(a)(ii) or 35(a)(iv), or as required by applicable Law pursuant to Section 35(b); and (iii) use the Disclosing Party’s Confidential Information only to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit of the Disclosing Party. (ii) A Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: (a) have a need to know the Confidential Information for the performance purpose of carrying out the Receiving Party’s obligations or exercise of its rights under this Agreement or duties in connection with the License Agreement; (b) are informed by Receiving Purpose specified in article 2.3. The receiving Party of will inform the substitute about the confidential nature of the Confidential Information and will ensure that their agreement is obtained to keep it confidential on terms and conditions at least as strict as those contained herein. 2.3. The receiving Party undertakes to use the Confidential Information solely for the purpose of evaluation of the demo-case proposals for funding under MedPhab as well as the evaluation of the selected demo-cases during and after their implementation (the “Purpose”) and not use the Confidential Information for its own purposes or benefit. 2.4. The receiving Party further undertakes not to, disclose, distribute and/or disseminate any and all parts of the Confidential Information; , in any form or format, to any third party not mentioned in article 2.1, without the prior written approval of the disclosing Party. 2.5. The receiving Party shall treat any and (call part(s) agree of the Confidential Information it receives from the disclosing Party with – at least – the same degree of due and diligent care as it applies with respect to its own confidential information, which standard shall in writing to strictly abide by an obligation of confidentiality no instance be less strict than the terms of this Section 35 or have another legal duty of confidentiality to the Receiving Partyreasonable care. Each Member will remain The receiving Party shall be liable for any use or disclosure of the other Member’s Confidential Information by any Representative in contravention of this Section 35the disclosing Party if such care is not used. The burden shall be upon receiving Party to show that such care was used. (iii) Neither Member will make any copy of 2.6. The receiving Party shall not use the other Member’s Confidential Information unless approved in writing by the other Member. Neither Member may remove any proprietary, copyright, confidential, trade secret or other legend from any of the other Member’s Confidential Information or any copies. (iv) Except for disclosures made in accordance with Section 35(a)(ii), any disclosure by the Receiving Party or any of its Representatives of the Disclosing disclosing Party’s Confidential Information is subject in the design, development, production, stockpiling or use of weapons of mass destruction, such as nuclear, chemical or biological weapons or missiles, nor for any use supporting these weapon activities. 2.7. The receiving Party shall promptly cease to use the Confidential Information and all copies thereof upon first request of the disclosing Party and, in any event, upon termination of this Agreement. 2.8. The receiving Party shall have the right to refuse to accept any Confidential Information under this Agreement if it believes the receipt of such information would limit or restrict in any way the use of its own technology or otherwise impair its business interests and nothing herein shall obligate the disclosing Party to disclose to the prior written consent of one of the following individuals at the Disclosing Party: (i) for the Special Member, the Chief Executive Officer or the Chief Legal Officer; and (ii) for the Primary Member, the President or the General Counselreceiving Party any particular information.

Obligations of the Receiving Party. (i) The Receiving Party shall: 1. Use the Confidential Information only for the Business Purpose and its Representatives will: (i) keep and safeguard shall hold the Confidential Information in confidence using the same degree of care as confidential all of the Disclosing Party’s Confidential Information, using at least those measures that the Receiving Party takes it normally exercises to protect its own information of a similar natureproprietary information, including, as applicable, secure access to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose any Confidential Information in any manner whatsoever, except in accordance with Sections 35(a)(ii) or 35(a)(iv), or as required by applicable Law pursuant to Section 35(b); and (iii) use taking into account the Disclosing Party’s Confidential Information only to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit of the Disclosing Party. (ii) A Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: (a) have a need to know the Confidential Information for the performance of the Receiving Party’s obligations or exercise of its rights under this Agreement or the License Agreement; (b) are informed by Receiving Party of the confidential nature of the Confidential Information; , and 2. Grant access to Confidential Information only to its employees on a ‘need to know basis’ and (c) agree in writing restrict such access as and when not necessary to strictly abide by an obligation of confidentiality no less strict than carry out the terms Business Purpose. 3. Cause its employees to comply with the provisions of this Section 35 Agreement; 4. Reproduce Confidential Information only to the extent essential to fulfilling the Business Purpose, and 5. Prevent disclosure of Confidential Information to third parties; 6. Disclose the Confidential Information to its consultants/contractors on a need to know basis; provided that by doing so, the Receiving Party agrees to bind such consultants/ contractors to terms at least as restrictive as those stated herein. The Receiving Party upon making a disclosure under this Clause shall: 7. Advice the consultants/contractors of the confidentiality obligations imposed on them by this Clause. 8. Upon the Disclosing Party's request, the Receiving Party shall either return to the disclosing party all Confidential Information or shall certify to the disclosing party that all media containing Confidential Information have another legal duty been destroyed. 9. Provided, however, that an archival copy of confidentiality to the Confidential Information may be retained in the files of the Receiving Party. Each Member will remain liable 's counsel, solely for any use or disclosure the purpose of proving the contents of the other Member’s Confidential Information by any Representative in contravention of this Section 35Information. (iii) Neither Member will make any copy of the other Member’s Confidential Information unless approved in writing by the other Member10. Neither Member may Not to remove any proprietary, copyright, confidential, trade secret or other legend from any of the other MemberParty’s Confidential Information or any copiesfrom the premises of the Disclosing Party without prior written approval. (iv) Except for disclosures made 11. Exercise extreme care in accordance protecting the confidentiality of any Confidential Information which is removed, only with Section 35(a)(ii), any disclosure by the Receiving Party or any of its Representatives of the Disclosing Party’s Confidential Information is subject to the prior written consent of one of the following individuals at approval, from the Disclosing Party: (i) for ’s premises. Each Party agrees to comply with any and all terms and conditions the Special Memberdisclosing party may impose upon any such approved removal, such as conditions that the removed Confidential Information and all copies must be returned by a date communicated by MCI, and that no copies are to be made off of the premises. 12. Upon the Disclosing Party’s request, the Chief Executive Officer Receiving Party shall promptly return to the Disclosing Party all tangible items containing or consisting of the Chief Legal Officer; and (ii) for the Primary Member, the President or the General Counseldisclosing party’s Confidential Information all copies thereof.

Obligations of the Receiving Party. (i) The Receiving Party shall: a) Keep all Confidential Information secret and its Representatives will: (iconfidential; b) keep and safeguard as confidential all Not use any Confidential Information to obtain any financial, commercial, trading and/or other advantage or in direct or indirect competition with the other Party, but rather use Confidential Information for the sole purpose of effectuating the mutual transaction(s) contemplated hereby; c) Not disclose Confidential Information to any third Party whatsoever without prior written approval from the Disclosing Party’s Confidential Information, using at least those measures ; d) Not make any announcement or disclosure regarding discussions that the Receiving Party takes to protect its own information of a similar nature, including, as applicable, secure access to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose are taking place between any Confidential Information in any manner whatsoever, except in accordance with Sections 35(a)(ii) or 35(a)(iv)and all Parties, or as required by applicable Law pursuant any of the terms, conditions or other facts with respect to Section 35(b); and (iii) use any offer or transaction, including the status thereof, without prior written approval from the Disclosing Party’s Confidential Information ; e) With respect to the future transactions contemplated hereby, only to perform the Receiving Party’s obligations make contact with such clients, contacts, advisers to, or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit of employees of, the Disclosing Party. (ii) A Receiving Party and his/her Interested Parties as the Disclosing Party may disclose temporarily nominate ("Communicative Nomination") in writing or verbally from time to time and not make contact with any other persons connected with the Disclosing Party and its Interested Parties, including owners, shareholders, directors, officers, members, managers, partners, employees or advisers of that Party’s Confidential Information . At any time, the Disclosing Party may terminate, whether verbally or in writing, a Communicative Nomination they have granted to the Receiving Party’s Representatives who: (a, thereby prohibiting the Receiving Party thereafter from communicating in anyway with the terminated Communicative Nomination. At no time shall a Communicative Nomination grant the Receiving Party the right to circumvent and/or exclude the Disclosing Party from participating in any current or future discussions, communications, or potential transactions arising in whole or in part from the disclosure of Confidential information; f) have a need to know Not make copies of the Confidential Information except those copies as may be required for evaluation, in which event the performance Receiving Party agrees to notify the Disclosing Party promptly of the number and identity of the copies made and, whenever required by the Disclosing Party, the whereabouts of the same; g) Terminate discussions upon Disclosing Party’s written request, or if verbally agreed between the Parties, and promptly return to the Disclosing Party all Confidential Information and all other written material or other material (in whatsoever medium) relating to the Confidential Information and all copies extracts derivatives and any and all reproductions thereof; or, if agreed by the Disclosing Party in writing, destroy all such material together with all copies, extracts or other reproductions thereof; h) Inform the Disclosing Party of any and all business dealings due in whole or in part to any disclosure of Confidential Information by the Receiving Party’s obligations or exercise ; i) Forward to the Disclosing Party copies of its rights under this Agreement or any and all documents drafted, including drafts by Interested Parties and their advisors, as intended for a Party's Interested Party involving a contemplated business transaction between respective Interested Parties; j) Agree that all Confidential Information shall remain the License Agreement; (b) are informed by Receiving Party property of the confidential nature Disclosing Party and the disclosure of the Confidential Information; and (c) agree in writing Information not be deemed to strictly abide by an obligation of confidentiality no less strict than the terms of this Section 35 or have another legal duty of confidentiality to the Receiving Party. Each Member will remain liable for any use or disclosure of the other Member’s Confidential Information by any Representative in contravention of this Section 35. (iii) Neither Member will make any copy of the other Member’s Confidential Information unless approved in writing by the other Member. Neither Member may remove any proprietary, copyright, confidential, trade secret or other legend from any of the other Member’s Confidential Information or any copies. (iv) Except for disclosures made in accordance with Section 35(a)(ii), any disclosure by confer upon the Receiving Party or any of its Representatives of rights whatsoever in respect to any part thereof except for the Disclosing Party’s purposes mentioned in this Agreement. k) Not act on the Confidential Information is subject to buy any stock in the prior written consent of one of the following individuals at the Disclosing Party: (i) for the Special Memberpublic marketplace, the Chief Executive Officer or the Chief Legal Officer; and (ii) for the Primary Member, the President or the General Counselto otherwise participate in any xxxxxxx xxxxxxx.

Obligations of the Receiving Party. (i) The Receiving Party shall: (a) use the Confidential Information only for the Business Purpose and its Representatives will: (i) keep and safeguard shall hold the Confidential Information in confidence using the same degree of care as confidential all of the Disclosing Party’s Confidential Information, using at least those measures that the Receiving Party takes it normally exercises to protect its own information of a similar natureproprietary information, including, as applicable, secure access to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose any Confidential Information in any manner whatsoever, except in accordance with Sections 35(a)(ii) or 35(a)(iv), or as required by applicable Law pursuant to Section 35(b); and (iii) use taking into account the Disclosing Party’s Confidential Information only to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit of the Disclosing Party. (ii) A Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: (a) have a need to know the Confidential Information for the performance of the Receiving Party’s obligations or exercise of its rights under this Agreement or the License Agreement; (b) are informed by Receiving Party of the confidential nature of the Confidential Information; , and (b) grant access to Confidential Information only to its employees on a ‘need to know basis’ and restrict such access as and when not necessary to carry out the Business Purpose. (c) agree in writing cause its employees to strictly abide by an obligation of confidentiality no less strict than comply with the terms provisions of this Section 35 NDA; (d) reproduce Confidential Information only to the extent essential to fulfilling the Business Purpose; (e) prevent disclosure of Confidential Information to third parties; (f) disclose the Confidential Information to its consultants/contractors on a ‘need to know basis’, provided that by doing so, the Receiving Party agrees to bind such consultants/ contractors to terms at least as restrictive as those stated herein. The Receiving Party upon making a disclosure under this Clause shall: I. advice the consultants/contractors of the confidentiality obligations imposed on them by this Clause. II. upon the Disclosing Party's request, the Receiving Party shall either return to the disclosing party all Confidential Information or shall certify to the disclosing party that all media containing Confidential Information have another legal duty been destroyed. III. Provided, however, that an archival copy of confidentiality to the Confidential Information may be retained in the files of the Receiving Party. Each Member will remain liable 's counsel, solely for any use or disclosure the purpose of proving the contents of the other Member’s Confidential Information by any Representative in contravention of this Section 35Information. (iii) Neither Member will make any copy of the other Member’s Confidential Information unless approved in writing by the other MemberIV. Neither Member may not to remove any proprietary, copyright, confidential, trade secret or other legend from any of the other MemberParty’s Confidential Information or any copiesfrom the premises of the Disclosing Party without prior written approval. (iv) Except for disclosures made V. exercise extreme care in accordance protecting the confidentiality of any Confidential Information which is removed, only with Section 35(a)(ii), any disclosure by the Receiving Party or any of its Representatives of the Disclosing Party’s Confidential Information is subject to the prior written consent of one of the following individuals at approval, from the Disclosing Party: (i) for ’s premises. Each Party agrees to comply with any and all terms and conditions the Special Memberdisclosing party may impose upon any such approved removal such as that the removed Confidential Information and all copies must be returned by a certain date, and that no copies are to be made off of the premises. VI. Upon the Disclosing Party’s request, the Chief Executive Officer Receiving Party shall promptly return to the Disclosing Party all tangible items containing or consisting of the Chief Legal Officer; disclosing party’s Confidential Information and (ii) for the Primary Member, the President or the General Counselall copies thereof.

Obligations of the Receiving Party. Subject to Sections 3 and 4, from the Effective Date and for three years thereafter, the Receiving Party (ia) shall use the Confidential Information of the Disclosing Party solely for the Purpose and shall not use such Confidential Information for any other purpose, (b) shall keep confidential and not publish, make available or otherwise disclose any Confidential Information, except to its Representatives who reasonably require access to such Confidential Information in connection with the Purpose and who are bound by confidentiality and non-use obligations with respect to such Confidential Information that are no less onerous than those set forth in this Agreement, and (c) shall not disclose (including by issuing a press release or otherwise making any public statement) to any other Person the fact that Confidential Information has been made available to the Receiving Party, the fact that discussions or negotiations with respect to the Proposed Transaction are taking place between the parties, or any of the terms, conditions or other facts with respect to such discussions or negotiations (including the status thereof). For purposes of this Agreement, including Sections 3 and 4, the information described in the foregoing clause (c) shall be deemed to be Confidential Information of each party. The Receiving Party shall be jointly and severally liable for any breach by any of its Representatives will: (i) keep and safeguard as confidential all of the Disclosing Party’s Confidential Information, using at least those measures that the restrictions set forth in this Agreement. The Receiving Party takes to protect its own information of a similar nature, including, as applicable, secure access to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose any Confidential Information in any manner whatsoever, except in accordance with Sections 35(a)(ii) or 35(a)(iv), or as required by applicable Law pursuant to Section 35(b); and (iii) use shall notify the Disclosing Party’s Confidential Information only to perform Party promptly upon the Receiving Party’s obligations discovery of any disclosure or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit use of Confidential Information of the Disclosing Party. (ii) A Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: (a) have a need to know the Confidential Information for the performance of the Receiving Party’s obligations or exercise of its rights under this Agreement or the License Agreement; (b) are informed by Receiving Party of the confidential nature of the Confidential Information; and (c) agree in writing to strictly abide by an obligation of confidentiality no less strict than the terms of this Section 35 or have another legal duty of confidentiality to the Receiving Party. Each Member will remain liable for any use or disclosure of the other Member’s Confidential Information by any Representative in contravention of this Section 35. (iii) Neither Member will make any copy of the other Member’s Confidential Information unless approved in writing by the other Member. Neither Member may remove any proprietary, copyright, confidential, trade secret or other legend from any of the other Member’s Confidential Information or any copies. (iv) Except for disclosures made in accordance with Section 35(a)(ii), any disclosure by the Receiving Party or any of its Representatives in breach of the terms hereof, and the Receiving Party, at its expense, shall cooperate with the Disclosing Party at the Disclosing Party’s Confidential Information is subject reasonable request to the prior written consent of one of the following individuals at the Disclosing Party: (i) for the Special Member, the Chief Executive Officer or the Chief Legal Officer; mitigate such breach and (ii) for the Primary Member, the President or the General Counselprevent any further breach hereof.

Obligations of the Receiving Party. (i) The Receiving Party shall: (a) use the Confidential Information only for the Business Purpose and its Representatives will: (i) keep and safeguard shall hold the Confidential Information in confidence using the same degree of care as confidential all of the Disclosing Party’s Confidential Information, using at least those measures that the Receiving Party takes it normally exercises to protect its own information of a similar natureproprietary information, including, as applicable, secure access to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose any Confidential Information in any manner whatsoever, except in accordance with Sections 35(a)(ii) or 35(a)(iv), or as required by applicable Law pursuant to Section 35(b); and (iii) use taking into account the Disclosing Party’s Confidential Information only to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit of the Disclosing Party. (ii) A Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: (a) have a need to know the Confidential Information for the performance of the Receiving Party’s obligations or exercise of its rights under this Agreement or the License Agreement; (b) are informed by Receiving Party of the confidential nature of the Confidential Information; , and (b) grant access to Confidential Information only to its employees on a ‘need to know basis’ and restrict such access as and when not necessary to carry out the Business Purpose. (c) agree in writing cause its employees to strictly abide by an obligation of confidentiality no less strict than comply with the terms provisions of this Section 35 Agreement; (d) reproduce Confidential Information only to the extent essential to fulfilling the Business Purpose, and (e) prevent disclosure of Confidential Information to third parties; (f) disclose the Confidential Information to its consultants/contractors on a need to know basis; provided that by doing so, the Receiving Party agrees to bind such consultants/ contractors to terms at least as restrictive as those stated herein. The Receiving Party upon making a disclosure under this Clause shall: (i) advise the consultants/contractors of the confidentiality obligations imposed on them by this Clause. (g) upon the Disclosing Party's request, the Receiving Party shall either return to the disclosing party all Confidential Information or shall certify to the disclosing party that all media containing Confidential Information have another legal duty been destroyed. i. Provided, however, that an archival copy of confidentiality to the Confidential Information may be retained in the files of the Receiving Party. Each Member will remain liable 's counsel, solely for any use or disclosure the purpose of proving the contents of the other Member’s Confidential Information by any Representative in contravention of this Section 35Information. (iiih) Neither Member will make any copy of the other Member’s Confidential Information unless approved in writing by the other Member. Neither Member may not to remove any proprietary, copyright, confidential, trade secret or other legend from any of the other MemberParty’s Confidential Information or any copiesfrom the premises of the Disclosing Party without prior written approval. (ivi) Except for disclosures made exercise extreme care in accordance protecting the confidentiality of any Confidential Information which is removed, only with Section 35(a)(ii), any disclosure by the Receiving Party or any of its Representatives of the Disclosing Party’s Confidential Information is subject to the prior written consent of one of the following individuals at approval, from the Disclosing Party: (i) for ’s premises. Each Party agrees to comply with any and all terms and conditions the Special Memberdisclosing party may impose upon any such approved removal, such as conditions that the Chief Executive Officer or removed Confidential Information and all copies must be returned by a certain date, and that no copies are to be made off of the Chief Legal Officer; and (ii) for the Primary Member, the President or the General Counselpremises.

Obligations of the Receiving Party. Each Party shall agree that, as the Receiving Party, it: 3.1.shall take all measures reasonably practicable to ensure the continued confidentiality of the Confidential Information; 3.2. shall not use the Confidential Information or any part of it for any purpose other than the Purpose; 3.3.shall not disclose the Confidential Information or any part thereof to any person other than an Authorised Person under the terms and conditions of clause 3.4; 3.4.shall (i) The Receiving Party and its Representatives will: (i) keep and safeguard as confidential all of disclose the Disclosing Party’s Confidential Information, using at least those measures that Information to an Authorised Person only to the extent necessary to allow such Authorised Person to assist the Receiving Party takes to protect its own information of a similar nature, including, as applicable, secure access to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonablein the Purpose; (ii) not disclose prior to disclosing any Confidential Information in to any manner whatsoeverAuthorised Person, except in accordance with Sections 35(a)(ii) or 35(a)(iv), or as required by applicable Law pursuant to Section 35(b); and (iii) use the Disclosing Party’s Confidential Information only to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit of the Disclosing Party. (ii) A Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: (a) have a need to know the Confidential Information for the performance of the Receiving Party’s obligations or exercise of its rights under this Agreement or the License Agreement; (b) are informed by Receiving Party inform such Authorised Person of the confidential nature of the Confidential Information; Information and (c) agree in writing to strictly abide by an obligation of confidentiality no less strict than the terms of this Section 35 or have another legal duty Agreement; (iii) be responsible for any breach of confidentiality to this Agreement by any Authorised Person of the Receiving Party. Each Member will remain liable for any use or disclosure of the other Member’s Confidential Information by any Representative in contravention of this Section 35. (iii) Neither Member will make any copy of the other Member’s Confidential Information unless approved in writing by the other Member. Neither Member may remove any proprietary, copyright, confidential, trade secret or other legend from any of the other Member’s Confidential Information or any copies. ; and (iv) Except for disclosures made in accordance with Section 35(a)(ii)reimburse, indemnify and hold harmless the Disclosing Party and the Authorised Persons of the Disclosing Party from any disclosure damage, loss or expense incurred as a result of the use of the Confidential Information by the Receiving Party or any Authorised Person of its Representatives the Receiving Party contrary to the terms of this Agreement; 3.5.shall not take any copies or make any summaries or transcripts of the whole or any part of the Confidential Information save as is necessary for the Purpose; 3.6. shall notify the Disclosing Party immediately, if it becomes aware that any Confidential Information has been disclosed to or is in the possession of any person who is not an Authorised Person; 3.7. and shall, upon termination of this Agreement or at the written request of the Disclosing Party’s , either destroy or return to the Disclosing Party (as the Disclosing Party may reasonably direct) the Confidential Information that is subject in tangible form, including any copies that the Receiving Party has made, and all Notes or other references to the prior written consent of one Confidential Information in its documents. Notwithstanding the return or destruction of the following individuals at the Disclosing Party: (i) for the Special MemberConfidential Information, the Chief Executive Officer or Receiving Party and its Authorised Persons will continue to be bound by the Chief Legal Officer; Receiving Party’s obligations of confidentiality and (ii) for the Primary Member, the President or the General Counselother obligations under this Agreement.

Obligations of the Receiving Party. (i) The Receiving Party shall: a) use the Confidential Information only for the Business Purpose and its Representatives will: (i) keep and safeguard shall hold the Confidential Information in confidence using the same degree of care as confidential all of the Disclosing Party’s Confidential Information, using at least those measures that the Receiving Party takes it normally exercises to protect its own information of a similar natureproprietary information, including, as applicable, secure access to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose any Confidential Information in any manner whatsoever, except in accordance with Sections 35(a)(ii) or 35(a)(iv), or as required by applicable Law pursuant to Section 35(b); and (iii) use taking into account the Disclosing Party’s Confidential Information only to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit of the Disclosing Party. (ii) A Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: (a) have a need to know the Confidential Information for the performance of the Receiving Party’s obligations or exercise of its rights under this Agreement or the License Agreement; (b) are informed by Receiving Party of the confidential nature of the Confidential Information; , and b) grant access to Confidential Information only to its employees on a ‘need to know basis’ and (restrict such access as and when not necessary to carry out the Business Purpose. c) agree in writing cause its employees to strictly abide by an obligation of confidentiality no less strict than comply with the terms provisions of this Section 35 Agreement; d) reproduce Confidential Information only to the extent essential to fulfilling the Business Purpose, and e) prevent disclosure of Confidential Information to third parties; f) disclose the Confidential Information to its consultants/contractors on a need to know basis; provided that by doing so, the Receiving Party agrees to bind such consultants/ contractors to terms at least as restrictive as those stated herein. The Receiving Party upon making a disclosure under this Clause shall: I. advise the consultants/contractors of the confidentiality obligations imposed on them by this Clause. II. upon the Disclosing Party's request, the Receiving Party shall either return to the disclosing party all Confidential Information or shall certify to the disclosing party that all media containing Confidential Information have another legal duty been destroyed. III. Provided, however, that an archival copy of confidentiality to the Confidential Information may be retained in the files of the Receiving Party. Each Member will remain liable 's counsel, solely for any use or disclosure the purpose of proving the contents of the other Member’s Confidential Information by any Representative in contravention of this Section 35Information. (iii) Neither Member will make any copy of the other Member’s Confidential Information unless approved in writing by the other MemberIV. Neither Member may not to remove any proprietary, copyright, confidential, trade secret or other legend from any of the other MemberParty’s Confidential Information or any copiesfrom the premises of the Disclosing Party without prior written approval. (iv) Except for disclosures made V. exercise extreme care in accordance protecting the confidentiality of any Confidential Information which is removed, only with Section 35(a)(ii), any disclosure by the Receiving Party or any of its Representatives of the Disclosing Party’s Confidential Information is subject to the prior written consent of one of the following individuals at approval, from the Disclosing Party: (i) for ’s premises. Each Party agrees to comply with any and all terms and conditions the Special Memberdisclosing party may impose upon any such approved removal, such as conditions that the removed Confidential Information and all copies must be returned by a certain date, and that no copies are to be made off of the premises. VI. Upon the Disclosing Party’s request, the Chief Executive Officer Receving Party shall promptly return to the Disclosing Party all tangible items containing or consisting of the Chief Legal Officer; and (ii) for the Primary Member, the President or the General Counseldisclosing party’s Confidential Information all copies thereof.

Obligations of the Receiving Party. (i) The Receiving Party shall hold and its Representatives will: (i) keep and safeguard as confidential all of maintain the Disclosing Party’s Confidential Information, using at least those measures that the Receiving Party takes to protect its own information of a similar nature, including, as applicable, secure access to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose any Confidential Information in any manner whatsoever, except in accordance with Sections 35(a)(ii) or 35(a)(iv), or as required by applicable Law pursuant to Section 35(b); and (iii) use the Disclosing Party’s Confidential Information only to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise strictest confidence for the sole and exclusive benefit of the Disclosing Party. (ii) A The Receiving Party may disclose the Disclosing Party’s shall carefully restrict to its employees, contractors and third parties, as is reasonably required, access to Confidential Information Information, and shall require any person having access to the Receiving Party’s Representatives who: (a) have a need to know the Confidential Information for in the performance normal course of the Receiving Party’s obligations or exercise of its rights under business to sign nondisclosure restrictions at least as protective as those in this Agreement or the License Agreement; (b) are informed by Receiving Party of the confidential nature of the Confidential Information; and (c) agree in writing to strictly abide by an obligation of confidentiality no less strict than the terms of this Section 35 or have another legal duty of confidentiality to the Receiving Party. Each Member will remain liable for any use or disclosure of the other Member’s Confidential Information by any Representative in contravention of this Section 35. (iii) Neither Member will make The Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any copy of the other Member’s Confidential Information unless approved in writing by the other Member. Neither Member may remove any proprietary, copyright, confidential, trade secret or other legend from any of the other Member’s Confidential Information or any copiesInformation. (iv) Except for disclosures made in accordance with Section 35(a)(ii), any disclosure by the Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or any of tangible materials in its Representatives of possession pertaining to Confidential Information immediately upon the Disclosing Party’s request to this effect in writing. (v) Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information is subject pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the prior written consent extent practicable, the Disclosing Party in writing of one of the following individuals at such demand for disclosure so that the Disclosing Party: (i) for , at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the Special Member, confidentiality of the Chief Executive Officer or the Chief Legal Officer; and (ii) for the Primary Member, the President or the General CounselConfidential Information.

Obligations of the Receiving Party. (i) 2.1. The Receiving Party shall only use the Confidential Information for the Purpose. 2.2. The Receiving Party shall keep and shall ensure to keep the Confidential Information confidential and shall not disclose the Confidential Information to anyone except as permitted by this Agreement. 2.3. The Receiving Party shall only allow access to the Confidential Information to those of its employees, directors, officers, affiliates and its Representatives will: third-party professional advisers who have a need to know it for the Purpose (i“Permitted Users”). 2.4. The Receiving Party shall ensure that all professional advisers (to the extent that any professional adviser is not under a professional duty to protect the confidentiality) keep to which the Receiving Party grants access to the Confidential Information have entered into a confidentiality agreement substantially similar to this Agreement before providing that professional adviser with any Confidential Information. 2.5. The Receiving Party is fully responsible and safeguard liable for any use and abuse of Confidential Information by the Permitted Users it provides access to the Confidential Information. 2.6. The Receiving Party shall not copy or reproduce any part of the Confidential Information in any form except as confidential all of necessary for the Purpose. 2.7. The Receiving Party shall not attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in the other party’s products, models or prototypes which contain Confidential Information and which are disclosed pursuant to this Agreement. 2.8. Immediately upon request by the Disclosing Party’s , the Receiving Party shall ensure that all physical copies of the Confidential Information including partial copies or adaptations thereof will be destroyed and shall ensure the permanent deletion of all copies thereof from its computer systems, unless any information needs to be retained by the Receiving Party under the applicable laws and regulations. If any documents are retained by the Receiving Party pursuant to the preceding provision, the Receiving Party shall keep such documents confidential in accordance with the terms of this Agreement. 2.9. The Receiving Party will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, using at least those which measures shall include the highest degree of care that the Receiving Party takes utilizes to protect its own information Confidential Information of a similar nature, including, as applicable, secure access which will in no event be a less than a reasonable degree of care. 2.10. The Receiving Party agrees to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose any Confidential Information in any manner whatsoever, except in accordance with Sections 35(a)(ii) or 35(a)(iv), or as required by applicable Law pursuant to Section 35(b); and (iii) use immediately notify the Disclosing Party’s Confidential Information only to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit of the Disclosing Party. (ii) A Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: (a) have a need to know the Confidential Information for the performance of the Receiving Party’s obligations or exercise of its rights under this Agreement or the License Agreement; (b) are informed by Receiving Party of the confidential nature of the Confidential Information; and (c) agree in writing to strictly abide by an obligation of confidentiality no less strict than the terms of this Section 35 or have another legal duty of confidentiality to the Receiving Party. Each Member will remain liable for any unauthorized use or disclosure of the other Member’s Confidential Information by any Representative in contravention of this Section 35. (iii) Neither Member will make any copy of the other Member’s Confidential Information unless approved in writing by the other Member. Neither Member which may remove any proprietary, copyright, confidential, trade secret or other legend from any of the other Member’s Confidential Information or any copies. (iv) Except for disclosures made in accordance with Section 35(a)(ii), any disclosure by the Receiving Party or any of come to its Representatives of attention and shall assist the Disclosing Party’s Confidential Information is subject to the prior written consent of one of the following individuals at the Disclosing Party: (i) for the Special Member, the Chief Executive Officer Party in remedying any such unauthorized use or the Chief Legal Officer; and (ii) for the Primary Member, the President or the General Counseldisclosure.

Obligations of the Receiving Party. (i) The Receiving Party shall: (a) use the Confidential Information only for the Business Purpose and its Representatives will: (i) keep and safeguard shall hold the Confidential Information in confidence using the same degree of care as confidential all of the Disclosing Party’s Confidential Information, using at least those measures that the Receiving Party takes it normally exercises to protect its own information of a similar natureproprietary information, including, as applicable, secure access to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose any Confidential Information in any manner whatsoever, except in accordance with Sections 35(a)(ii) or 35(a)(iv), or as required by applicable Law pursuant to Section 35(b); and (iii) use taking into account the Disclosing Party’s Confidential Information only to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit of the Disclosing Party. (ii) A Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: (a) have a need to know the Confidential Information for the performance of the Receiving Party’s obligations or exercise of its rights under this Agreement or the License Agreement; (b) are informed by Receiving Party of the confidential nature of the Confidential Information; , and (c) agree in writing grant access to strictly abide by an obligation of confidentiality no less strict than Confidential Information only to its employees on a ‘need to know basis’ and restrict such access as and when not necessary to carry out the terms Business Purpose. cause its employees to comply with the provisions of this Section 35 Agreement; reproduce Confidential Information only to the extent essential to fulfilling the Business Purpose, and prevent disclosure of Confidential Information to third parties; disclose the Confidential Information to its consultants/contractors on a need to know basis; provided that by doing so, the Receiving Party agrees to bind such consultants/ contractors to terms at least as restrictive as those stated herein. The Receiving Party upon making a disclosure under this Clause shall: I. advise the consultants/contractors of the confidentiality obligations imposed on them by this Clause. II. upon the Disclosing Party's request, the Receiving Party shall either return to the disclosing party all Confidential Information or shall certify to the disclosing party that all media containing Confidential Information have another legal duty been destroyed. III. Provided, however, that an archival copy of confidentiality to the Confidential Information may be retained in the files of the Receiving Party. Each Member will remain liable 's counsel, solely for any use or disclosure the purpose of proving the contents of the other Member’s Confidential Information by any Representative in contravention of this Section 35Information. (iii) Neither Member will make any copy of the other Member’s Confidential Information unless approved in writing by the other MemberIV. Neither Member may not to remove any proprietary, copyright, confidential, trade secret or other legend from any of the other MemberParty’s Confidential Information or any copiesfrom the premises of the Disclosing Party without prior written approval. (iv) Except for disclosures made V. exercise extreme care in accordance protecting the confidentiality of any Confidential Information which is removed, only with Section 35(a)(ii), any disclosure by the Receiving Party or any of its Representatives of the Disclosing Party’s Confidential Information is subject to the prior written consent of one of the following individuals at approval, from the Disclosing Party: (i) for ’s premises. Each Party agrees to comply with any and all terms and conditions the Special Memberdisclosing party may impose upon any such approved removal, such as conditions that the removed Confidential Information and all copies must be returned by a certain date, and that no copies are to be made off of the premises. VI. Upon the Disclosing Party’s request, the Chief Executive Officer Receiving Party shall promptly return to the Disclosing Party all tangible items containing or consisting of the Chief Legal Officer; and (ii) for the Primary Member, the President or the General Counseldisclosing party’s Confidential Information all copies thereof.