Common use of Obligations of the Recipient Clause in Contracts

Obligations of the Recipient. 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall, and shall procure that its Representatives shall: (a) not use or exploit the Confidential Information in any way except for the Purpose; (b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this agreement; (c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party); (d) not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business; (e) keep separate the Confidential Information from all documents and other records of the Recipient; (f) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; (g) ensure that any document or other records containing Confidential Information shall be kept at its premises and shall not remove or allow to be removed such document or records from its premises. 2.2 The Recipient may only disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure and shall obtain from its Representatives enforceable undertakings to keep the Confidential Information confidential in terms at least as extensive and binding upon the Representatives as the terms of this agreement are upon the Recipient; (b) at all times, it is responsible for such Representatives' compliance with the obligations set out in this agreement; and (c) it keeps a written record of such Representatives. 2.3 The Recipient may disclose Confidential Information to the extent absolutely required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possible, where notice of disclosure is not prohibited and is given in accordance with this clause 2.3, it takes into account the reasonable requests of the Disclosing Party in relation to the content of such disclosure, and provided also that the Recipient only discloses that portion of the Confidential Information that it is absolutely legally obligated to disclose. 2.4 The Recipient acknowledges that the Confidential Information made available to the Recipient and/ or its Representatives will not constitute an offer by the Disclosing Party, nor will any such information form the basis of or a representation in relation to any contract. 2.5 The Recipient acknowledges that it will be responsible for making its own evaluation of and enquiries with respect to the Confidential Information and understands that it will be required in the execution of any contract to carry out the Purpose to acknowledge that it has not relied on or been induced to enter into such agreement by any representation or warranty other than expressly set out in any such contract. 2.6 The Recipient shall be responsible for all of its own costs in connection with the subject matter of this agreement and the Disclosing Party shall have no liability to the Recipient whatsoever.

Obligations of the Recipient. 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent 1.1 In consideration of the Disclosing Party, shall, and shall procure that its Representatives shall: (a) not use or exploit the Confidential Information promises contained in any way except for the Purpose; (b) not disclose or make available the Confidential Information in whole or in part this agreement Recipient undertakes to any third party, except as expressly permitted by this agreement; (c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party); (d) not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business; (e) keep separate the Confidential Information from all documents and other records of the Recipient; (f) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; (g) ensure that any document or other records containing Confidential Information shall be kept at its premises and shall not remove or allow to be removed such document or records from its premises. 2.2 The Recipient may only disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided Company that: (a) it informs such Representatives of the shall keep strictly confidential nature of the and shall not distribute, disclose or disseminate any Confidential Information, in any way or form, to anyone except its own employees who have a reasonable need to know said Confidential Information before disclosure and shall obtain (see below under (d.) ). According to the definition of “Confidential Information” as set above in this Agreement, this provision will not apply to the Information where it: (I.) has already become publicly available; (II.) is released to the public by The Company in writing; (III.) is lawfully obtained by the Recipient from its Representatives enforceable undertakings to keep a third party; (IV.) has been previously known or developed by the Confidential Information confidential in terms at least as extensive and binding upon the Representatives as the terms Recipient independently of this agreement are upon the RecipientThe Company; (b) at all times, it is responsible for such Representatives' compliance shall treat any Confidential Information with the obligations set out same degree of care to avoid disclosure to any third party as is used with respect to Recipient’s own Proprietary Information, but, in this agreement; andany case, not less than a reasonable standard of care. Recipient shall be liable for disclosure of Confidential Information of The Company only if such care is not used. The burden shall be upon Recipient to show that such care was used; (c) it keeps a written record of such Representatives. 2.3 The Recipient may disclose Confidential Information to shall not make, have made, use or sell for its own purpose, or in general any purpose other than in the extent absolutely required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possible, where notice of disclosure is not prohibited and is given in accordance with this clause 2.3, it takes into account the reasonable requests context of the Disclosing Party in relation to the content of such disclosureMain Agreement, and provided also that the Recipient only discloses that portion all or part of the Confidential Information that it is absolutely legally obligated Information, unless specifically authorized to disclose.do so by The Company in writing; 2.4 The (d) Recipient acknowledges that the Confidential Information made available to the Recipient and/ or its Representatives will not constitute an offer by the Disclosing Party, nor will any such information form the basis of or a representation in relation to any contract. 2.5 The Recipient acknowledges that it will be responsible for making its own evaluation of and enquiries with respect shall limit access to the Confidential Information solely to those persons under Recipient’s direct control on a strict need-to-know basis and understands that it will be required who are responsible for the Main Agreement. Recipient shall bind these persons to keep such Information confidential, both during and after their current employment / engagement, and shall take appropriate steps to enforce those persons to abide by confidentiality their obligations in relation thereto as least as restrictive as those contained in this Agreement; (e) Recipient remains fully liable for its directors, officers and employees regarding the execution of any contract to carry out the Purpose to acknowledge that it has not relied on or been induced to enter into such agreement by any representation or warranty other than expressly set out in any such contractthis Agreement. 2.6 The Recipient shall be responsible for all of its own costs in connection with the subject matter of this agreement and the Disclosing Party shall have no liability to the Recipient whatsoever.

Obligations of the Recipient. 2.1 The Subject to Clause 3.6 below, the Recipient shall keep the Disclosing Party's treat all Confidential Information of the Discloser as strictly confidential andand secure, except with using the same degree of care the Recipient uses to protect its own confidential information, but in any event not less than high standard of care, and without the prior written consent of the Disclosing Party, shall, and shall procure that its Representatives shallDiscloser: (a) Shall not use exploit or exploit the make use, directly or indirectly, and/or copy, duplicate or reproduce such Confidential Information in Information, for any way except other purpose other than for the Purpose; (b) Shall protect and safeguard the Confidential Information against any unauthorized use, disclosure, transfer or publication with at least the same degree of care as it uses for its own confidential or proprietary information, but in no event with less than high care; c) Shall not use any Confidential Information to compete or obtain any competitive or other advantage with respect to the Discloser; d) Shall restrict its internal disclosure of the Confidential Information only to those employees who clearly have a need-to-know of such Confidential Information, and then only to the extent of such need-to-know and strictly for the Purpose; e) Shall not disclose or make available transfer, directly or indirectly, the Confidential Information in whole or in any part to any third party, except as expressly permitted by this agreement; (c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party); (d) not use, reproduce, transformthereof, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business; (e) keep separate the Confidential Information from all documents and other records of the Recipient; (f) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; (g) ensure that any document or other records containing material (in any medium), which contains, summarizes or embodies the Confidential Information or any part thereof, to any person, firm, corporation or any other entity, at any time unless it was authorized by the Discloser in advance; It being understood that any disclosure of Confidential Information to any transferee will be made (A) only on a need to know basis solely for the Purpose and (B) only to such transferees who have agreed in writing, prior to and as a condition for disclosure thereto, to (x) keep the confidentiality of such Confidential Information and (y) be bound to the confidentiality obligations of this Agreement (as if it had originally been named as the Recipient herein) and (z) name the Discloser as an intended third party beneficiary of each such written agreement with the rights to enforce such written agreement made by such transferee. For avoidance of doubt no transferee shall have the right to further disclose information so disclosed thereto. f) Shall assume full responsibility for enforcing this Agreement and shall take appropriate measures with all persons acting on its behalf to ensure that such persons are bound by a materially similar covenant of confidentiality, and informing such persons that such Confidential Information shall not be kept at its premises and shall not remove or allow to be removed such document or records from its premises. 2.2 disclosed except as provided herein. The Recipient may only disclose shall be fully responsible for any breach of the Disclosing Party's Confidential Information to those terms of this Agreement by any of its Representatives who need to know this Confidential Information for transferees and by any person acting on their behalf; g) Shall notify the Purpose, provided that: (a) it informs such Representatives Discloser upon discovery of the confidential nature any unauthorized use or disclosure of the Confidential Information before disclosure and shall obtain from its Representatives enforceable undertakings take reasonable steps to keep the Confidential Information confidential in terms at least as extensive and binding upon the Representatives as the terms of this agreement are upon the Recipient; (b) at all times, it is responsible for such Representatives' compliance with the obligations set out in this agreement; and (c) it keeps a written record of such Representatives. 2.3 The Recipient may disclose Confidential Information to the extent absolutely required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possible, where notice of disclosure is not prohibited and is given in accordance with this clause 2.3, it takes into account the reasonable requests of the Disclosing Party in relation to the content of such disclosure, and provided also that the Recipient only discloses that portion regain possession of the Confidential Information that it is absolutely legally obligated to disclose. 2.4 The Recipient acknowledges that the Confidential Information made available to the Recipient and/ and prevent further unauthorized actions or its Representatives will not constitute an offer by the Disclosing Party, nor will any such information form the basis of or a representation in relation to any contract. 2.5 The Recipient acknowledges that it will be responsible for making its own evaluation of and enquiries with respect to the Confidential Information and understands that it will be required in the execution of any contract to carry out the Purpose to acknowledge that it has not relied on or been induced to enter into such agreement by any representation or warranty other than expressly set out in any such contract. 2.6 The Recipient shall be responsible for all of its own costs in connection with the subject matter breach of this agreement and the Disclosing Party shall have no liability to the Recipient whatsoeverAgreement.

Obligations of the Recipient. 2.1 The Recipient shall keep shall: 2.1 Use the Disclosing Party's confidential information disclosed to it solely for the purposes of assisting NSFAS with the Asset Management Request for Proposal and for no other purpose whatsoever; 2.2 Treat and safeguard the Confidential Information confidential and, except with as private and confidential; 2.3 Ensure proper and secure storage of all Confidential Information; 2.4 Not at any time without the prior written consent of the Disclosure or another employee of the disclosure from which he received the information, 2.5 Disclose or reveal to any person or party either the fact that discussions or negotiations are taking, or have taken place between the Board, employee and another employee or the content of any such discussions or other facts relating to the Disclosing PartyPurpose, except where required by law or any governmental, or regulatory body; 2.6 Notwithstanding any lesser degree of protection that may otherwise be permissible hereunder, where any Confidential Information may be subject of any National or Government Security Regulations, the Recipient shall, and shall procure hereby undertakes to, take such measures as may be required by such Regulations to protect such Confidential Information; 2.7 Not create the impression with or lead any third party to interpret or construe any condition contained in this Agreement, that its Representatives shall:this Agreement is an Agency Agreement and/or Partnership Agreement and/or a Joint Venture and/or any other similar arrangement. For purposes of this Agreement, the Recipient’s professional advisors and insurers will not be viewed as being third parties; (a) not use 2.8 Not allege that this Agreement grants it, either directly, or exploit by implication, or by estoppel or otherwise a license under any patent or patent application, or that it is entitled to utilize the Confidential Information in any way except for the Purpose; (b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this agreement; (c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party); (d) not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business; (e) keep separate the Confidential Information from all documents and other records of the Recipient; (f) apply the same security measures and degree of care contrary to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; (g) ensure that any document or other records containing Confidential Information shall be kept at its premises and shall not remove or allow to be removed such document or records from its premises. 2.2 The Recipient may only disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure and shall obtain from its Representatives enforceable undertakings to keep the Confidential Information confidential in terms at least as extensive and binding upon the Representatives as the terms of this agreement are upon the Recipient; (b) at all times, it is responsible for such Representatives' compliance with the obligations set out stipulations contained in this agreement; and (c) it keeps a written record of such Representatives. 2.3 The Recipient may disclose Confidential Information to the extent absolutely required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possible, where notice of disclosure is not prohibited and is given in accordance with this clause 2.3, it takes into account the reasonable requests of the Disclosing Party in relation to the content of such disclosure, and provided also that the Recipient only discloses that portion of the Confidential Information that it is absolutely legally obligated to disclose. 2.4 The Recipient acknowledges that the Confidential Information made available to the Recipient and/ or its Representatives will not constitute an offer by the Disclosing Party, nor will any such information form the basis of or a representation in relation to any contract. 2.5 The Recipient acknowledges that it will be responsible for making its own evaluation of and enquiries with respect to the Confidential Information and understands that it will be required in the execution of any contract to carry out the Purpose to acknowledge that it has not relied on or been induced to enter into such agreement by any representation or warranty other than expressly set out in any such contract. 2.6 The Recipient shall be responsible for all of its own costs in connection with the subject matter of this agreement and the Disclosing Party shall have no liability to the Recipient whatsoever.Agreement;

Obligations of the Recipient. 2.1 The Recipient acknowledges and agrees that the confidential information constitutes property and that the ownership of and all right, title and interest in the confidential information shall keep at all times remain exclusively vested in the Disclosing Party's Confidential Information Discloser and the Recipient agrees at no time to directly or indirectly claim any right, title or interest therein or challenge the validity thereof in any manner whatever. 2.2 The Recipient irrevocably and unconditionally agrees, undertakes and binds itself to: 2.2.1 treat and safeguard the confidential and, information as private and confidential and not in any way nor at any time to directly or indirectly exploit or make use thereof except with strictly for the purposes of the disclosing purpose; 2.2.2 insure proper and secure storage of all confidential information; 2.3.3 not at any time without the prior written consent of the Disclosing Party, shall, and shall procure that its Representatives shallDiscloser: (a) 2.3.3.1 disclose or reveal the confidential information to any other person or party whatever, other than employees of the Recipient who are in each case required in the course of their duties to receive and consider the confidential information for the disclosing purpose and who shall be made aware of the obligations of the Recipient to observe the same restrictions on the use of the confidential information as are contained in this agreement and in respect of who the undertakings of the Recipient as contained in this agreement shall apply. if required by the Discloser, the Recipient shall take such steps as maybe reasonably desirable to enforce such obligations on the part of its employees. 2.2.4 not use create the impression with or exploit lead any third party to interpret or construe any condition contained in this agreement, that this agreement is an agency agreement and/or a partnership agreement and/or a joint venture agreement or any other similar arrangement; and 2.2.5 not allege that this agreement grants it, either directly, or by implication, or by estoppel or otherwise a license under any patent or patent application or that it is entitled to utilize the Confidential Information confidential information in any way except for the Purpose; (b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this agreement; (c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party); (d) not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business; (e) keep separate the Confidential Information from all documents and other records of the Recipient; (f) apply the same security measures and degree of care contrary to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; (g) ensure that any document or other records containing Confidential Information shall be kept at its premises and shall not remove or allow to be removed such document or records from its premises. 2.2 The Recipient may only disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure and shall obtain from its Representatives enforceable undertakings to keep the Confidential Information confidential in terms at least as extensive and binding upon the Representatives as the terms of this agreement are upon the Recipient; (b) at all times, it is responsible for such Representatives' compliance with the obligations set out stipulations contained in this agreement; and (c) it keeps a written record of such Representatives. 2.3 The Recipient may disclose Confidential Information to the extent absolutely required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possible, where notice of disclosure is not prohibited and is given in accordance with this clause 2.3, it takes into account the reasonable requests of the Disclosing Party in relation to the content of such disclosure, and provided also that the Recipient only discloses that portion of the Confidential Information that it is absolutely legally obligated to disclose. 2.4 The Recipient acknowledges that the Confidential Information made available to the Recipient and/ or its Representatives will not constitute an offer by the Disclosing Party, nor will any such information form the basis of or a representation in relation to any contract. 2.5 The Recipient acknowledges that it will be responsible for making its own evaluation of and enquiries with respect to the Confidential Information and understands that it will be required in the execution of any contract to carry out the Purpose to acknowledge that it has not relied on or been induced to enter into such agreement by any representation or warranty other than expressly set out in any such contract. 2.6 The Recipient shall be responsible for all of its own costs in connection with the subject matter of this agreement and the Disclosing Party shall have no liability to the Recipient whatsoever.

Obligations of the Recipient. 2.1 3.1. The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing PartyGRIHA Council, shall, and shall procure that its Representatives shall: (a) not use or exploit the Confidential Information in any way except for the Purpose; (b) not use or dispose off the Confidential Information except with the prior written consent of GRIHA Council, provided that the consent to any such use or disclosure may be withheld for any reason or no reason and may be granted upon such terms as GRIHA Council may establish from time to time at its own discretion; (c) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted without taking prior written consent of GRIHA Council and without first obtaining from each such person or entity a confidentiality agreement approved by this agreementGRIHA Council; (cd) not print, copy, reduce to writing or otherwise record record, the whole or in part, any documents or magnetic media containing any of the Confidential Information except as strictly necessary for the Purpose and only with prior written consent of GRIHA Council (and any such copies, reductions to writing and records shall be the property of the Disclosing PartyGRIHA Council); (de) not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business; (ef) keep separate the Confidential Information from all documents and other records of the Recipient; (fg) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; (gh) ensure Ensure that any document or other records containing Confidential Information shall be kept at its premises at [Provide address] and shall not remove or allow to be removed such document or records from its premises.; 2.2 (i) not use the Confidential Information to file a patent application or any other type of intellectual property protection application in any country or to provoke an interference with any patent application which GRIHA Council or any Client(s) has filed or will file relating to the Confidential Information and improvements thereof or to amend any claim in any pending patent application to expand the claim to read on, cover, or dominate any invention (whether or not patentable) disclosed or suggested in the Confidential Information; 3.2. The Recipient may only disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) it informs such these Representatives of the confidential nature of the Confidential Information before disclosure and shall obtain from its Representatives enforceable undertakings to keep the Confidential Information confidential in terms at least as extensive and binding upon the Representatives as the terms of this agreement Confidentiality Agreement are upon the Recipient; (b) at all times, it is responsible for such these Representatives' compliance with the obligations set out in this agreementConfidentiality Agreement; and (c) it keeps a written record of such these Representatives. 2.3 3.3. The Recipient may disclose Confidential Information only to the extent absolutely required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party GRIHA Council as much notice of such disclosure as possiblepossible and, where notice of disclosure is not prohibited and is given in accordance with this clause 2.3Clause 3.3 (Obligations of the Recipient), it takes into account the reasonable requests of the Disclosing Party GRIHA Council in relation to the content of such disclosure, and provided also that the Recipient only discloses that portion of the Confidential Information that it is absolutely legally obligated to disclose. 2.4 The Recipient acknowledges that the Confidential Information made available to the Recipient and/ or its Representatives will not constitute an offer by the Disclosing Party, nor will any such information form the basis of or a representation in relation to any contract. 2.5 The Recipient acknowledges that it will be responsible for making its own evaluation of and enquiries with respect to the Confidential Information and understands that it will be required in the execution of any contract to carry out the Purpose to acknowledge that it has not relied on or been induced to enter into such agreement by any representation or warranty other than expressly set out in any such contract. 2.6 The Recipient shall be responsible for all of its own costs in connection with the subject matter of this agreement and the Disclosing Party shall have no liability to the Recipient whatsoever.

Obligations of the Recipient. 2.1 The Recipient shall keep the Disclosing Party's ’s Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall, and shall procure that its Representatives shall: (a) 2.1.1 not use or exploit the Confidential Information in any way except for the Purpose;; or (b) 2.1.2 not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this agreement;; or (c) 2.1.3 not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party);. (d) 2.1.4 not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business; (e) 2.1.5 keep separate the Confidential Information from all documents and other records of the Recipient; (f) 2.1.6 apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; (g) 2.1.7 keep a written record of: any document or other Confidential Information received from the other in tangible form; any copy made of the Confidential Information; and 2.1.8 ensure that any document or other records containing Confidential Information shall be kept at its premises as indicated in the parties section of the agreement, or as otherwise agreed between the parties, and shall not remove remove, or allow to be removed removed, such document or records from its premises. 2.2 The Recipient may only disclose the Disclosing Party's ’s Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) 2.2.1 it informs such its Representatives of the confidential nature of the Confidential Information before disclosure and shall obtain from disclosure; 2.2.2 it procures that its Representatives enforceable undertakings shall, in relation to keep the any Confidential Information confidential in terms at least as extensive and binding upon the Representatives as the terms of disclosed to them, comply with this agreement are upon as if they were the Recipient; (b) at all timesRecipient and, it is responsible for such Representatives' compliance if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the obligations set out Disclosing Party on terms equivalent to those contained in this agreement; and (c) 2.2.3 it keeps a written record of such these Representatives, and it shall at all times be liable for the failure of any Representative to comply with the terms of this agreement. 2.3 The Recipient may disclose Confidential Information only to the extent absolutely required by law, by any governmental or other regulatory authority or (including, without limitation, by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possiblepossible and, where notice of disclosure is not prohibited and is given in accordance with this clause 2.3, it takes into account the reasonable requests of the Disclosing Party in relation to the content of such disclosure, and provided also that the Recipient only discloses that portion of the Confidential Information that it is absolutely legally obligated to disclose. 2.4 The Recipient acknowledges that the Confidential Information made available to the Recipient and/ or its Representatives will not constitute an offer by the Disclosing Party, nor will any such information form the basis of or a representation in relation to any contract. 2.5 The Recipient acknowledges that it will be responsible for making its own evaluation of and enquiries with respect to the Confidential Information and understands that it will be required in the execution of any contract to carry out the Purpose to acknowledge that it has not relied on or been induced to enter into such agreement by any representation or warranty other than expressly set out in any such contract. 2.6 The Recipient shall be responsible for all of its own costs in connection with the subject matter of this agreement and the Disclosing Party shall have no liability to the Recipient whatsoever.

Obligations of the Recipient. 2.1 The Recipient shall keep 3.1. not to use the Disclosing Party's Confidential Information confidential and, except with for purposes other than the prior written consent performance of the Disclosing PartyActivity; 3.2. not disclose or permit disclosure of any Confidential Information to third parties or to directors, shallofficers, employees, consultants or agents of the Contractor. In case it is necessary to disclose the Confidential Information to directors, officers, employees, consultants and shall procure that its Representatives shall: (a) not use agents of the Contractor or exploit other third persons who are required to have the Confidential Information in any way except for relation to the Purposeimplementation of the Activity, a written consent must be obtained from RB Rail prior to disclosure of the Confidential Information; (b) not disclose or make available 3.3. if the Confidential Information in whole or in part is to any third partybe disclosed pursuant to Clause 3.2. of this Undertaking, except as expressly permitted by this agreement; (c) not copy, reduce the Recipient is obliged to writing or otherwise record inform person receiving the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party); (d) not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business; (e) keep separate the Confidential Information from all documents and other records of the Recipient; (f) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; (g) ensure that any document or other records containing Confidential Information shall be kept at its premises and shall not remove or allow to be removed such document or records from its premises. 2.2 The Recipient may only disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) it informs such Representatives of the confidential nature of the Confidential Information, and that some or all of such Confidential Information before disclosure may be price- sensitive information (commercial secret) and shall obtain from its Representatives enforceable undertakings to keep ensure that any person to whom the Confidential Information confidential is to be given undertakes the same confidentiality obligations in terms at least relation to the Confidential Information as extensive included in this Undertaking; 3.4. take all reasonable measures to protect and binding upon avoid disclosure or use of Confidential Information in order to prevent it from falling into the Representatives as public domain or the terms possession of persons other than those persons authorized under this agreement are upon Undertaking to have any such information. Such measures shall include, but not be limited to, the highest degree of care that the Recipient utilizes to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care; 3.5. notify RB Rail in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information which may come to the Recipient’s attention; (b) at 3.6. notify RB Rail in writing of the existence, terms and circumstances regarding a request or demand to disclose all times, it is responsible for such Representatives' compliance with or any part of the obligations set out in this agreement; and (c) it keeps a written record of such Representatives. 2.3 The Recipient may disclose Confidential Information to the extent absolutely required by law, by any governmental or other regulatory authority or by a court or other competent public authority of competent jurisdiction provided that, to (the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possible, where notice of disclosure is not prohibited and is given in accordance with this clause 2.3, it takes into account the reasonable requests of the Disclosing Party in relation to the content of such disclosure, and provided also that the Recipient only discloses that portion of the Confidential Information that it is absolutely legally obligated to disclose“Disclosure Order”). 2.4 The Recipient acknowledges that the Confidential Information made available to the Recipient and/ or its Representatives will not constitute an offer by the Disclosing Party, nor will any such information form the basis of or a representation in relation to any contract. 2.5 The Recipient acknowledges that it will be responsible for making its own evaluation of and enquiries with respect to the Confidential Information and understands that it will be required in the execution of any contract to carry out the Purpose to acknowledge that it has not relied on or been induced to enter into such agreement by any representation or warranty other than expressly set out in any such contract. 2.6 The Recipient shall be responsible for all of its own costs in connection with the subject matter of this agreement and the Disclosing Party shall have no liability to the Recipient whatsoever.

Obligations of the Recipient. 2.1 The Recipient shall keep agrees that, except as required by law, regulation, legal process or regulatory authority, unless otherwise agreed to in writing by the Disclosing Party's Provider, the Confidential Information is to be considered confidential and, except with and proprietary to the prior written consent of Provider or the Disclosing Party, shallOwner (as the case may be), and shall procure the Recipient will hold the same in confidence, will not use the Confidential Information other than for the purpose of evaluating the Transaction, and will disclose it only to its affiliates and their respective officers, directors, employees, consultants, advisers, representatives and if so required financing partners and investors having a specific need to know (any such person to whom Confidential Information has been provided collectively “Representatives”). The Recipient will take those steps necessary to ensure that its Representatives shall: agree to comply with this Agreement. The Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from the Provider to any other party whatsoever without obtaining specific prior written authorisation. In the event that the Recipient is required by law, regulation, legal process or regulatory authority to disclose any Confidential Information or any other information concerning the Transaction, the Recipient agrees, if legally permissible, to provide the Provider and the Owner with immediate notice of such request or requirement. Where practicable, in order to enable it: (a) not use to seek an appropriate order or exploit the Confidential Information in any way except for the Purpose; other remedy; (b) not disclose to consult with the Recipient with respect to taking reasonable steps to resist or make available narrow the Confidential Information scope of such request or requirement; (c) to waive compliance, in whole or in part to any third partypart, except as expressly permitted by with the terms of this agreement; (c) not copy, reduce to writing Agreement; or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party); (d) take such other reasonable action as may be appropriate to prevent the disclosure of any Confidential Information. If such order is not useobtained within a reasonable time, reproducethe Recipient will be entitled to disclose any information that is required to be disclosed without breach hereof. Upon the written request of the Provider or the Owner, transformthe Recipient will destroy or return all Confidential Information received in written or tangible form, including copies, or store reproductions or other media containing such Confidential Information, within 10 business days of such request. At the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business; (e) keep separate the Confidential Information from all documents and other records option of the Recipient; (f) apply the same security measures and degree of care to the Confidential Information as , any documents or other media developed by the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; (g) ensure that any document or other records containing Confidential Information shall may be kept at destroyed by the Recipient. Notwithstanding anything herein to the contrary, the Recipient and its premises and shall not remove representatives may retain one or allow to be removed such document or records from its premises. 2.2 The Recipient may only disclose more copies of the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) it informs such Representatives purpose of the confidential nature of the Confidential Information before disclosure and shall obtain from its Representatives enforceable undertakings defending any claim related to keep the Confidential Information confidential in terms at least this Agreement or a transaction related hereto or as extensive and binding upon the Representatives as the terms of this agreement are upon the Recipient; (b) at all times, it is responsible for such Representatives' compliance with the obligations set out in this agreement; and (c) it keeps a written record of such Representatives. 2.3 The Recipient may disclose Confidential Information to the extent absolutely be required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possible, where notice of disclosure is not prohibited and is given in accordance with this clause 2.3their respective legal, it takes into account the reasonable requests of the Disclosing Party in relation to the content of such disclosure, and provided also that the Recipient only discloses that portion of the Confidential Information that it is absolutely legally obligated to disclosecompliance and/or automated backup archiving practices. 2.4 The Recipient acknowledges that the Confidential Information made available to the Recipient and/ or its Representatives will not constitute an offer by the Disclosing Party, nor will any such information form the basis of or a representation in relation to any contract. 2.5 The Recipient acknowledges that it will be responsible for making its own evaluation of and enquiries with respect to the Confidential Information and understands that it will be required in the execution of any contract to carry out the Purpose to acknowledge that it has not relied on or been induced to enter into such agreement by any representation or warranty other than expressly set out in any such contract. 2.6 The Recipient shall be responsible for all of its own costs in connection with the subject matter of this agreement and the Disclosing Party shall have no liability to the Recipient whatsoever.

Obligations of the Recipient. 2.1 The Recipient shall, and shall use all reasonable endeavours to procure that its Representatives shall, keep the Disclosing Party's confidential all Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shallshall not, and shall use all reasonable endeavours to procure that its Representatives shall: (a) not shall not: use or exploit the Confidential Information in any way except for the Purpose; (b) not ; or subject to clause C1-2, disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this agreement; (c) not Contract; or copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party); (d) not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business; (e) keep separate the Confidential Information from all documents and other records of the Recipient; (f) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; (g) ensure that any document or other records containing Confidential Information shall be kept at its premises and shall not remove or allow to be removed such document or records from its premises. 2.2 Purpose. The Recipient may only disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) : it informs such those Representatives of the confidential nature of the Confidential Information before disclosure and shall obtain from its Representatives enforceable undertakings to keep the Confidential Information confidential in terms at least as extensive and binding upon the Representatives as the terms of this agreement Contract are upon the Recipient; (b) ; and at all times, it is responsible for such those Representatives' compliance with the obligations set out in this agreement; and (c) it keeps a written record of such Representatives. 2.3 Contract. The Recipient may disclose Confidential Information only to the extent absolutely required by law, by any governmental or other regulatory authority authority, or by a court or other authority of competent jurisdiction jurisdiction, provided that, to the extent it the Recipient is legally permitted to do so, it gives the Disclosing Party as much written notice of such disclosure as possible, where notice of disclosure is not prohibited possible and is given in accordance with this clause 2.3, it takes into account the reasonable requests of the Disclosing Party in relation to the content of such disclosure. At the request of the Disclosing Party, the Recipient shall promptly: return to the Disclosing Party or its Representatives all documents and materials (and any copies), whether in hard copy or soft copy format, containing, reflecting, incorporating, or based on the Confidential Information; irrevocably erase all the Confidential Information from its computer systems; and use best endeavours to erase all confidential information from its computer backup systems certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Confidential Information to the extent required by law, or any applicable governmental or regulatory authority, and provided also that to the extent reasonable to permit the Recipient only discloses to keep evidence that portion it has performed its obligations under this Contract. The provisions of this clause shall continue to apply to any such documents and materials retained by the Recipient, subject to clause A2. If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Confidential Information that it is absolutely legally obligated Information, the Recipient shall, at the written request of the Disclosing Party, supply to disclose. 2.4 The Recipient acknowledges the Disclosing Party information reasonably necessary to establish that the Confidential Information made available to the Recipient and/ or its Representatives will not constitute an offer by the Disclosing Party, nor will any such information form the basis of or a representation in relation to any contract. 2.5 The Recipient acknowledges that it will be responsible for making its own evaluation of and enquiries with respect to the Confidential Information and understands that it will be required in the execution of any contract to carry out the Purpose to acknowledge that it has not relied on been used or been induced disclosed in order to enter into such agreement by any representation develop or warranty other than expressly set out in any such contractuse that product or process. 2.6 The Recipient shall be responsible for all of its own costs in connection with the subject matter of this agreement and the Disclosing Party shall have no liability to the Recipient whatsoever.

Obligations of the Recipient. 2.1 All Information furnished by the Discloser and designated as confidential according to section 1.1 shall be treated by the Recipient as confidential. The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall, undertakes and shall procure that its Representatives shallagrees as follows: (ai) not use or exploit to hold the Confidential Information in any way except for the Purpose; (b) confidence and not to disclose or make permit it to be made available the Confidential Information in whole or in part to any third party, except as expressly permitted by this agreementparty without the Discloser's prior written consent; (cii) not copy, reduce only to writing or otherwise record use the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Partyas defined in Appendix A); (diii) not use, reproduce, transform, or store to ensure that each person at the Confidential Institution to whom disclosure of Information is made on a need-to-know basis by the Recipient is fully aware in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business; (e) keep separate the Confidential Information from all documents and other records advance of the Recipient;'s obligations under this Standard Confidentiality Disclosure Agreement and that each such person complies with the terms of this Standard Confidentiality Disclosure Agreement, and (fiv) apply upon request of Discloser, Recipient agrees to promptly return all Information furnished by Discloser, together with all copies thereof in the same security measures and degree of care to the Confidential Information as the Recipient’s possession. Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; (g) ensure that any document or other records containing Confidential Information shall be kept at its premises and shall entitled to retain one copy of Information in Recipients files only for the purpose of documentation of Information which may not remove or allow to be removed such document or records from its premisesused for any other purpose except as set forth herein. 2.2 The foregoing article 2.1 does not apply to any of the Information which the Recipient may only disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided thatcan show: (ai) it informs such Representatives of the confidential nature of the Confidential Information before disclosure and shall obtain from its Representatives enforceable undertakings to keep the Confidential Information confidential in terms at least as extensive and binding upon the Representatives as the terms of this agreement are upon the Recipient; (b) at all times, it is responsible for such Representatives' compliance with the obligations set out in this agreement; and (c) it keeps a written record of such Representatives. 2.3 The Recipient may disclose Confidential Information already lawfully known to the extent absolutely required Recipient at the date it was disclosed to it by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possible, where notice of disclosure is not prohibited Discloser and is given or later becomes free of restriction on the disclosure or use in accordance with this clause 2.3question, it takes into account the reasonable requests of the Disclosing Party in relation to the content of such disclosure, and provided also that the Recipient only discloses that portion of the Confidential Information that it or ii) is absolutely legally obligated to disclose. 2.4 The Recipient acknowledges that the Confidential Information made or becomes generally known or freely available to the Recipient and/ or its Representatives will not constitute an offer public (except by reason of any breach by the Disclosing PartyRecipient of its obligations hereunder), nor will any or iii) is disclosed to the Recipient, free of restriction on the disclosure or use in question, by a third party who was entitled to make such information form unrestricted disclosure, or iv) is independently developed by the basis of Recipient, or a representation in relation v) is disclosed, retained or maintained by law or to any contractregulatory or government authority. 2.5 The Recipient acknowledges that it will be responsible for making its own evaluation of and enquiries with respect to the Confidential Information and understands that it will be required in the execution of any contract to carry out the Purpose to acknowledge that it has not relied on or been induced to enter into such agreement by any representation or warranty other than expressly set out in any such contract. 2.6 The Recipient shall be responsible for all of its own costs in connection with the subject matter of this agreement and the Disclosing Party shall have no liability to the Recipient whatsoever.

Obligations of the Recipient. 2.1 The Subject to Clause 3.6 below, the Recipient shall keep the Disclosing Party's treat all Confidential Information of the Discloser as strictly confidential andand secure, except with using the same degree of care the Recipient uses to protect its own confidential information, but in any event not less than high standard of care, and without the prior written consent of the Disclosing PartyDiscloser: 21/F Kineer Plazza, shall000 Xxxxxxx Xxxx Xxxxxxxxx, and shall procure that its Representatives shall:Xxxxx, Xxxxx, 000000 Tel/Fax: 0000-00000000 (a) Shall not use exploit or exploit the make use, directly or indirectly, and/or copy, duplicate or reproduce such Confidential Information in Information, for any way except other purpose other than for the Purpose; (b) not disclose or make available Shall protect and safeguard the Confidential Information against any unauthorized use, disclosure, transfer or publication with at least the same degree of care as it uses for its own confidential or proprietary information, but in whole or in part to any third party, except as expressly permitted by this agreementno event with less than high care; (c) Shall not copy, reduce to writing or otherwise record the use any Confidential Information except as strictly necessary for to compete or obtain any competitive or other advantage with respect to the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party)Discloser; (d) not use, reproduce, transform, or store Shall restrict its internal disclosure of the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside only to those employees who clearly have a need-to-know of its usual place such Confidential Information, and then only to the extent of businesssuch need-to-know and strictly for the Purpose; (e) keep separate Shall not disclose or transfer, directly or indirectly, the Confidential Information from all documents or any part thereof, or any document or other material (in any medium), which contains, summarizes or embodies the Confidential Information or any part thereof, to any person, firm, corporation or any other entity, at any time unless it was authorized by the Discloser in advance; It being understood that any disclosure of Confidential Information to any transferee will be made (A) only on a need to know basis solely for the Purpose and other records (B) only to such transferees who have agreed in writing, prior to and as a condition for disclosure thereto, to (x) keep the confidentiality of such Confidential Information and (y) be bound to the Recipient;confidentiality obligations of this Agreement (as if it had originally been named as the Recipient herein) and (z) name the Discloser as an intended third party beneficiary of each such written agreement with the rights to enforce such written agreement made by such transferee. For avoidance of doubt no transferee shall have the right to further disclose information so disclosed thereto. (f) apply the same security Shall assume full responsibility for enforcing this Agreement and shall take appropriate measures with all persons acting on its behalf to ensure that such persons are bound by a materially similar covenant of confidentiality, and degree of care to the informing such persons that such Confidential Information shall not be disclosed except as provided herein. The Recipient shall be fully responsible for any breach of the Recipient applies to terms of this Agreement by any of its own confidential informationtransferees and by any person acting on their behalf; 21/F Kineer Plazza, which the Recipient warrants as providing adequate protection from unauthorised disclosure000 Xxxxxxx Xxxx Xxxxxxxxx, copying or use;Xxxxx, Xxxxx, 000000 Tel/Fax: 0000-00000000 (g) ensure that Shall notify the Discloser upon discovery of any document unauthorized use or other records containing Confidential Information shall be kept at its premises and shall not remove or allow to be removed such document or records from its premises. 2.2 The Recipient may only disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) it informs such Representatives of the confidential nature disclosure of the Confidential Information before disclosure and shall obtain from its Representatives enforceable undertakings take reasonable steps to keep the Confidential Information confidential in terms at least as extensive and binding upon the Representatives as the terms of this agreement are upon the Recipient; (b) at all times, it is responsible for such Representatives' compliance with the obligations set out in this agreement; and (c) it keeps a written record of such Representatives. 2.3 The Recipient may disclose Confidential Information to the extent absolutely required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possible, where notice of disclosure is not prohibited and is given in accordance with this clause 2.3, it takes into account the reasonable requests of the Disclosing Party in relation to the content of such disclosure, and provided also that the Recipient only discloses that portion regain possession of the Confidential Information that it is absolutely legally obligated to disclose. 2.4 The Recipient acknowledges that the Confidential Information made available to the Recipient and/ and prevent further unauthorized actions or its Representatives will not constitute an offer by the Disclosing Party, nor will any such information form the basis of or a representation in relation to any contract. 2.5 The Recipient acknowledges that it will be responsible for making its own evaluation of and enquiries with respect to the Confidential Information and understands that it will be required in the execution of any contract to carry out the Purpose to acknowledge that it has not relied on or been induced to enter into such agreement by any representation or warranty other than expressly set out in any such contract. 2.6 The Recipient shall be responsible for all of its own costs in connection with the subject matter breach of this agreement and the Disclosing Party shall have no liability to the Recipient whatsoeverAgreement.