Common use of Obligations Clause in Contracts

Obligations. The party receiving (“Receiving Party”) Confidential Information of the other party (“Disclosing Party”) will exercise at least the same degree of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises to protect its own Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The Each party receiving acknowledges that it (the “Receiving Party”) Confidential Information of shall be provided with and exposed to information, materials, and Data that are confidential and proprietary to the other party (the “Disclosing Party”) ), including Documentation, confidential business information of the Disclosing Party, lists, and identities, password(s), or other identification or authentication devices (“Confidential Information”). The Receiving Party will exercise hold Confidential Information it obtains in the strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care care, but no less than reasonable care, to avoid disclosure or use of Confidential Information as the Receiving Party employs with respect to its own Confidential Information of like importance. The Receiving Party may disclose or provide Access to its workforce members, agents, and consultants who have a need-to-know and may make copies of Confidential Information only to the extent reasonably necessary to carry out its obligations hereunder. The Receiving Party currently has, and in the future will maintain in effect and enforce, rules and policies to protect against access to or use or disclosure of Confidential Information other than in accordance with this Agreement, including written instruction to or agreements with workforce members, agents, or consultants who are bound by an obligation of confidentiality no less restrictive than set forth in this Agreement. The Receiving Party will: require its workforce members, agents, and consultants not to disclose Confidential Information to third parties without the Disclosing Party’s Confidential Information that prior written consent; will notify the Receiving Disclosing Party exercises immediately of any unauthorized disclosure or use; and will cooperate with the Disclosing Party to protect its own all confidentiality and proprietary rights in and ownership of Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify return all Confidential Information to the Disclosing Party, or destroy such information if return is not practical, retaining no copies, upon the termination of the CP’s Agreement. Confidential Information will not include any information or material, or any element thereof, whether or not such information or material is Confidential Information for the purposes of this Agreement, to the extent any such information or material, or any element thereof: has previously become or is generally known, unless it has become generally known through a breach of this Agreement or a similar confidentiality or non-disclosure agreement, obligation, or duty; was already rightfully known to the Receiving Party prior to being disclosed by or obtained from the Disclosing Party as evidenced by written records kept in writing promptly within 24 hours the ordinary course of business or no later than state, fed or regulatory requirements by proof of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any actual use by the Receiving Party; has been or is rightfully received by the Receiving Party from a Third Party (other than the Disclosing Party) without restriction or disclosure and without breach of a duty of confidentiality to the Disclosing Party; or has been independently developed by the Receiving Party without access to Confidential Information of the Disclosing Party’s . It will be presumed that any Confidential Information shall in a Receiving Party’s possession is not within exceptions a), b) or c) above, and the burden will be in compliance with all applicable federal, state upon the Receiving Party to prove otherwise by records and local laws and regulationsdocumentation.

Obligations. The party receiving Each Party (the “Receiving Party”) will maintain the Confidential Information of disclosed by the other party Party (the “Disclosing Party”), confidential throughout the Project and for a period continuing through [*] years after the termination of this Agreement. However, such obligation of confidentiality shall not apply to any Confidential Information that: (a) will exercise at least is, as of the Effective Date, in the public domain or subsequently enters the public domain through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party hereunder and was acquired without breach of any obligation to the Disclosing Party and can be documented by written records; (c) is disclosed to the Receiving Party by a Third Party lawfully in possession of same degree of care with respect and having the right to disclose same; (d) is independently developed by Receiving Party, as demonstrated by written evidence, without reference to information disclosed by Disclosing Party; (e) is disclosed pursuant to the Disclosing Party’s Confidential Information that prior written approval; (f) is required to be disclosed by a governmental authority provided reasonable notice of the Receiving Party exercises impending disclosure is provided to protect its own Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely , and the Disclosing Party has agreed to the extent necessary such disclosure in writing or has exhausted its right to enable the contest such disclosure; (g) is disclosed to a Third Party in order to allow Disclosing Party to defend against litigation with a Third Party, to file and prosecute patent applications or to comply with governmental regulations; (h) is required to be disclosed in order to allow Receiving Party to fulfill its obligations under obtain regulatory agency approval to market a Licensed Product in the Agreement. FurtherField within the Territory; (i) is required by a governmental entity to be disclosed (for example, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directorswithout limitation, officers and/or employees of Receiving Party who have on product labeling or a need to know such information (and only to the extent necessaryproduct insert) in order to fulfill market a Licensed Product in the purposes contemplated by Field within the Agreement Territory; (“Qualified Staff Persons”)j) is disclosed to a Third Party in connection with developing, testing, evaluating or applying for or securing regulatory agency approval of Licensed Product in the Field within the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. Territory, provided that such Third Party has agreed in writing to be bound by confidentiality terms at least as stringent as those in this Agreement; or (k) is disclosed to a Third Party who has entered into, or is contemplating entering into a written agreement with Receiving Party regarding commercialization of Licensed Product for an indication or indications in the Field within the Territory, provided such Third Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party agreed in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach of to be bound by confidentiality terms at least as stringent as those in this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇Agreement.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The party receiving (“Receiving With respect to Discloser’s Confidential Information, each Party”) , in its capacity as Recipient, agrees as follows: 4.1.1 Recipient shall use Discloser’s Confidential Information solely for the purposes of performing its obligations and/or exercising its rights under this Agreement and for no other purpose. 4.1.2 Recipient shall not publish, disseminate or otherwise disclose Confidential Information of the Discloser to any other party (“Disclosing Party”) will exercise at least person or entity. Notwithstanding the same degree of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises to protect its own Confidential Informationforegoing, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party Recipient may disclose the Disclosing PartyDiscloser’s Confidential Information to the directors, officers and/or employees of Receiving Party Recipient’s Affiliates and Recipient’s Affiliates’ Representatives who have a need to know such information (for purposes of this Agreement and only who are bound by obligations of confidentiality and nonuse that are substantially similar to the extent necessary) those set forth in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains 4. Recipient shall be liable at all times for the acts or omissions any failure of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify Representatives to (i) maintain the Disclosing Party in writing promptly within 24 hours confidentiality of Discloser’s Confidential Information, or no later than state, fed or regulatory requirements of any breach or suspected breach (ii) otherwise comply with the terms of this Section 1 of which Receiving Party becomes aware. Notifications 4 to Insurance Company, must be sent the same extent as Recipient is obligated. 4.1.3 Recipient shall use commercially reasonable efforts to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by the Receiving Party of the Disclosing Partyprotect Discloser’s Confidential Information shall be from unauthorized use and disclosure. 4.1.4 Neither Party may disclose terms of this Agreement without the other Party’s prior written consent, except that (a) either Party may provide a copy of this Agreement or otherwise disclose its terms on a confidential basis in compliance connection with all applicable federalany financing transaction or due diligence inquiry and (b) Licensee may provide a copy of this Agreement or otherwise disclose its terms on a confidential basis in connection with any negotiation of a sublicense of the rights granted under this Agreement. Notwithstanding the foregoing, state the Parties may disclose that they are parties to an agreement pursuant to which Licensee has a license to access and local laws use Licensed Data, including a description of the Licensed Data and regulationsits Source Data.

Obligations. The party Party receiving information (the “Receiving PartyRecipient”) will use any Confidential Information of the other party Party (the “Disclosing Party”) solely to perform the Services or exercise its rights or perform its obligations under this Agreement and will exercise at least the same degree of care with respect to treat the Disclosing Party’s Confidential Information that with the Receiving Party exercises same degree of care it uses to protect its own Confidential Informationconfidential information, but in no event shall the Receiving Party use with less than a reasonable degree of care. The Receiving Party Recipient will only usenot directly or indirectly publish, collectdisseminate or otherwise disclose, retainuse for its own benefit or for the benefit of a third party, disclose deliver or reproduce make available to any third party, any of the Disclosing Party’s Confidential Information solely Information, without the prior written consent of the Disclosing Party, other than to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directorsAffiliates, officers and/or employees of Receiving Party Representatives and any Permitted Subcontractors who have a need to know such information (and only to Confidential Information in the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons course of the performance of their duties under this Agreement and who are bound to protect the confidentiality of the Confidential Information consistent with the terms of this Agreement. The Recipient shall enforce the confidentiality obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. FurtherAffiliates, Receiving Party will have the right to provide the Agreement, to Representatives and any Permitted Subcontractors and shall be responsible for any breach of its affiliatessuch obligations by such persons. The Receiving Party Recipient shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach by Recipient or suspected breach Recipient’s Affiliates, Representatives and any Permitted Subcontractors of the obligations under this Section 6.2 as soon as practicable upon becoming aware of such breach. The provisions of this Section 1 Article VI shall remain in effect for a period of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇seven (7) years after the expiration or termination of this Agreement.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The party receiving (“Receiving Party”) Party shall protect all Confidential Information of the other party (“Disclosing Party”) will exercise at least against unauthorized disclosure to Affiliates and Third Parties with the same degree of care with respect to the Disclosing Party’s Confidential Information that as the Receiving Party exercises to protect uses for its own Confidential Informationsimilar information, but in no event shall the Receiving Party use less than a reasonable degree of care. The Receiving Party will only use, collect, retain, disclose or reproduce shall not use the Disclosing Party’s Confidential Information solely to the extent except as necessary to enable the Receiving Party to exercise its rights and fulfill its obligations under the this Agreement. Further, the The Receiving Party may disclose the Disclosing Party’s Confidential Information only to the its and its Affiliates’ respective directors, officers and/or employees officers, employees, subcontractors, Sublicensees (in the case of Licensee as Receiving Party Party), consultants, contractors, attorneys, advisory boards, non-clinical and clinical investigators, accountants, and banks (collectively, “Recipients”), who have a need to need-to-know such information (and only to the extent necessary) in order for Receiving Party to exercise its rights or fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”)its obligations under this Agreement, provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify hold all Recipients to written obligations of confidentiality with terms and conditions at least as protective of the Disclosing Party Confidential Information as those set forth in writing promptly within 24 hours this Agreement (or no later than statein the case of attorneys and accountants, fed to obligations of nondisclosure and nonuse pursuant to the applicable rules of the profession), and Licensee may disclose the sequences of Selected Antibodies and related Confidential Information of TeneoBio in its patent or regulatory requirements of filings covering CAR Products. Receiving Party shall be liable for any breach of such written obligations or suspected breach this Section 7 by its Recipients. Either party may disclose the terms and existence of this Section 1 Agreement without the other party’s consent to its potential investors and acquirers, and in the case of which Receiving Party becomes aware. Notifications Licensee to Insurance Companyits potential Sublicensees and collaborators, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇on a confidential basis in connection with a potential investment, merger or acquisition, collaboration or license (as applicable) under appropriate confidentiality restrictions.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The Each party receiving acknowledges that by reason of the relationship created between the parties by this Agreement, it may have access to certain non‐public information of substantial value concerning the other party's business, operations, strategic plans, customers, suppliers, technology, competition and employees. Accordingly, each party as the recipient of Confidential Information (the “Receiving Party”) from the other party (the “Disclosing Party”) will not use any Confidential Information of the Disclosing Party for any purpose other than the providing and receipt of Services under this Agreement. The parties agree the use of the Confidential Information will be in accordance with all terms and conditions of this Agreement. The Receiving Party will not disclose the Confidential Information of the Disclosing Party to any third party except as expressly provided herein and will protect the Disclosing Party’s Confidential Information from unauthorized use, access or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. Either party may disclose the Confidential Information of the other party (“Disclosing Party”) will exercise at least the same degree of care with respect to the Disclosing Receiving Party’s Confidential Information employees, subcontractors and advisors who require access to such information for the performance of their obligations, all provided that the employees, subcontractors and/or agents have entered into confidentiality agreements with the Receiving Party exercises to protect its own Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable are at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by the Receiving Party least as protective of the Disclosing Party’s Confidential Information as are the terms of this Agreement. The Receiving Party shall be responsible for any disclosure or use of the Disclosing Party’s Confidential Information by or through any employee, subcontractor or agent of the Receiving Party. For the avoidance of doubt, Customer acknowledges that Meritage utilizes the services of certain third parties in connection with the provision of the Services (such as data hosting) and such third parties will have access to Customer’s Confidential Information, subject to compliance with all applicable federalthis Section 6. In addition, state the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that, to the extent permitted by law, the Receiving Party notifies the Disclosing Party of such required disclosure in writing and local laws cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and regulationsexpense, in any lawful action to contest or limit the scope of such required disclosure.

Obligations. The Receiving Party will use the same degree of care to protect the confidentiality and security of the Confidential Information of the Disclosing Party that it uses to protect the confidentiality and security of its own Confidential Information of like kind (but not less than reasonable care). The Receiving Party agrees to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Subject to section 5.3, neither party receiving (“Receiving Party”) will disclose the Confidential Information of the other party to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing: (“Disclosing Party”i) will exercise at least We may disclose the same degree terms of care with respect this Agreement and any applicable Order Form to the Disclosing Party’s Confidential Information that the Receiving Party exercises to protect its own Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely a subcontractor to the extent necessary to enable the Receiving Party perform Our obligations to fulfill its obligations You under the this Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directorsunder terms of confidentiality materially as protective as set forth herein; and (ii) a third-party hack, officers and/or employees unauthorized access, or Malicious Code shall not be considered unauthorized disclosure of Receiving Party who have confidential information by a need to know such information (and only to the extent necessary) in order to fulfill party for the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇section.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The parties acknowledge and agree that all proprietary or nonpublic information disclosed by one party receiving (the “Disclosing Party”) to another party (the “Receiving Party”) in connection with the Transaction Documents (as defined in the Contribution Agreement), directly or indirectly, which information is (a) marked as “proprietary” or “confidential” or, if disclosed orally, is designated as confidential or proprietary at the time of disclosure and reduced in writing or other tangible (including electronic) form that includes a prominent confidentiality notice and delivered to the Receiving Party within thirty (30) days of disclosure, or (b) provided under circumstances reasonably indicating that it constitutes confidential and proprietary information, constitutes the confidential and proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party may disclose Confidential Information of only to those employees who have a need to know such Confidential Information and who are bound to retain the other confidentiality thereof under provisions (including provisions relating to nonuse and nondisclosure) no less restrictive than those required by the Receiving Party for its own confidential information. The Receiving Party shall, and shall cause its employees to, retain in confidence and not disclose to any third party (“including any of its sub-contractors) any Confidential Information without the Disclosing Party”) will ’s express prior written consent, and the Receiving Party shall not use such Confidential Information except to exercise the rights and perform its obligations under this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same procedures and degree of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises which it uses to protect its own Confidential Informationconfidential information of like importance, but and in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only useshall be fully responsible for compliance by its employees with the foregoing, collect, retain, disclose and any act or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable omission of an employee of the Receiving Party to fulfill its obligations under the Agreement. Further, shall constitute an act or omission of the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) . The confidentiality obligations set forth in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons this Section 7.19.1 shall survive any dissolution of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach Company and/or termination of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇Agreement.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The party receiving (“Receiving Party”) Party shall protect all Confidential Information of the other party (“Disclosing Party”) will exercise at least against unauthorized disclosure to Affiliates and Third Parties with the same degree of care with respect to the Disclosing Party’s Confidential Information that as the Receiving Party exercises to protect uses for its own Confidential Informationsimilar information, but in no event shall the Receiving Party use less than a reasonable degree of care. The Receiving Party will only use, collect, retain, disclose or reproduce shall not use the Disclosing Party’s Confidential Information solely to the extent except as necessary to enable the Receiving Party to exercise its rights and fulfill its obligations under the this Agreement. Further, the The Receiving Party may disclose the Disclosing Party’s Confidential Information only to the its and its Affiliates’ respective directors, officers and/or employees officers, employees, subcontractors, Sublicensees (in the case of Licensee as Receiving Party Party), consultants, contractors, attorneys, advisory boards, non-clinical and clinical investigators, accountants, and banks (collectively, “Recipients”), who have a need to need-to-know such information (and only to the extent necessary) in order for Receiving Party to exercise its rights or fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”)its obligations under this Agreement, provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify hold all Recipients to written obligations of confidentiality with terms and conditions at least as protective of the Disclosing Party Confidential Information as those set forth in writing promptly within 24 hours this Agreement (or no later than statein the case of attorneys and accountants, fed to obligations of nondisclosure and nonuse pursuant to the applicable rules of the profession), and Licensee may disclose the sequences of Selected Antibodies and related Confidential Information of TeneoBio in its patent or regulatory requirements of filings covering CAR Products. Receiving Party shall be liable for any breach of such written obligations or suspected breach this Section 5 by its Recipients. Either party may disclose the terms and existence of this Section 1 Agreement without the other party’s consent to its potential investors and acquirers, and in the case of which Receiving Party becomes aware. Notifications Licensee to Insurance Companyits potential Sublicensees and collaborators, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇on a confidential basis in connection with a potential investment, merger or acquisition, collaboration or license (as applicable) under appropriate confidentiality restrictions.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. Each Party shall use commercially reasonable efforts to ▇▇▇▇ its written Confidential Information provided to the other Party pursuant to this Agreement as “Confidential" (or similar designation), and to provide to the other Party a written presentation of any of its Confidential Information presented orally or visually to the other Party within 30 days after disclosure. Notwithstanding the above, any Confidential Information provided by any means from one Party to the other Party, whether marked "Confidential" or not, shall be treated in accordance with this Section 17. Each Party shall be responsible for any breach of the requirements of this section by anyone to whom the Party discloses the Confidential Information. The party obligations of the Parties contained in this section are independent, and the existence of any claim or cause of action of one Party against the other, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by either Party of the obligations under this section. Except as expressly authorized by prior written consent of the disclosing Party, the receiving Party shall: (“Receiving Party”a) limit access to any Confidential Information of the other party Party received by it to its and its Affiliates' employees, agents, representatives, and consultants who have a need-to-know in connection with this Agreement and the obligations of the Parties hereunder; (“Disclosing Party”b) will exercise at least advise such employees, agents, representatives and consultants having access to the same Confidential Information of the other Party of the proprietary nature thereof and of the obligations set forth in this Agreement and obligate its employees, agents, representatives, and consultants having access to the Confidential Information to maintain the secrecy of such Confidential Information; (c) safeguard all Confidential Information received from the other Party using a reasonable degree of care, but not less than that degree of care with respect to used by the Disclosing Party’s receiving Party in safeguarding its own similar information or material; and (d) except as set forth in this Agreement, not disclose any Confidential Information of the other Party received by it to any Person or disclose to any Person that the Receiving Party exercises to protect its own Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who have a need to know such information (and only has been made available to the extent necessary) in order to fulfill the purposes contemplated or has been inspected by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇it.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The party receiving (“Each Receiving Party”) Party shall protect the Confidential Information of the other party (“Disclosing Party”) will exercise at least Party using the same degree of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises it uses to protect the confidentiality of its own Confidential Information, confidential information (but in no event shall the Receiving Party use not less than reasonable care). The Receiving Party will only use, collect, retain, shall: (i) not use or disclose or reproduce any Confidential Information of the Disclosing Party’s Confidential Information solely to the extent Party for any purpose except as necessary to enable the Receiving Party to fulfill in performance of its obligations under the Agreement. Further, the Receiving Party may disclose this Agreement or as otherwise authorized by the Disclosing Party’s Party in writing; and (ii) limit access to Confidential Information of the Disclosing Party to the directors, officers and/or those of its and its Affiliates’ employees of Receiving Party and contractors who have a need to know such information (Confidential Information for purposes consistent with this Agreement and only to who have signed confidentiality agreements with the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons containing protections not materially less protective of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliatesConfidential Information than those herein. The Receiving Party Party’s obligations under this Section 10 shall notify survive termination and continue for five (5) years from the date of termination of this Agreement. All Confidential Information shall remain the property of the Disclosing Party in writing promptly within 24 hours or no later than stateParty. Upon termination, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by the Receiving Party shall cease any use of the Disclosing Party’s Confidential Information. Upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all documents and tangible materials containing Disclosing Party’s Confidential Information shall and provide a signed document attesting to such return or destruction. If Receiving Party is required by law or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notice and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information may cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in compliance with all applicable federal, state and local laws and regulationsaddition to whatever other remedies it might have at law.

Obligations. The Each party receiving acknowledges that it (the “Receiving Party”) Confidential Information of shall be provided with and exposed to information, materials, and Data that are confidential and proprietary to the other party (the “Disclosing Party”) ), including Documentation, confidential business information of the Disclosing Party, lists, and identities, password(s), or other identification or authentication devices (“Confidential Information”). 1. The Receiving Party will exercise hold Confidential Information it obtains in the strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care care, but no less than reasonable care, to avoid disclosure or use of Confidential Information as the Receiving Party employs with respect to its own Confidential Information of like importance. 2. The Receiving Party may disclose or provide Access to its workforce members, agents, and consultants who have a need-to-know and may make copies of Confidential Information only to the extent reasonably necessary to carry out its obligations hereunder. The Receiving Party currently has, and in the future will maintain in effect and enforce, rules and policies to protect against access to or use or disclosure of Confidential Information other than in accordance with this Agreement, including written instruction to or agreements with workforce members, agents, or consultants who are bound by an obligation of confidentiality no less restrictive than set forth in this Agreement. 3. The Receiving Party will: require its workforce members, agents, and consultants not to disclose Confidential Information to third parties without the Disclosing Party’s Confidential Information that prior written consent; will notify the Receiving Disclosing Party exercises immediately of any unauthorized disclosure or use; and will cooperate with the Disclosing Party to protect its own all confidentiality and proprietary rights in and ownership of Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify return all Confidential Information to the Disclosing Party, or destroy such information if return is not practical, retaining no copies, upon the termination of the CP’s Agreement. 4. Confidential Information will not include any information or material, or any element thereof, whether or not such information or material is Confidential Information for the purposes of this Agreement, to the extent any such information or material, or any element thereof: a) has previously become or is generally known, unless it has become generally known through a breach of this Agreement or a similar confidentiality or non-disclosure agreement, obligation, or duty; b) was already rightfully known to the Receiving Party prior to being disclosed by or obtained from the Disclosing Party as evidenced by written records kept in writing promptly within 24 hours the ordinary course of business or no later than state, fed or regulatory requirements by proof of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any actual use by the Receiving Party; c) has been or is rightfully received by the Receiving Party from a Third Party (other than the Disclosing Party) without restriction or disclosure and without breach of a duty of confidentiality to the Disclosing Party; or d) has been independently developed by the Receiving Party without access to Confidential Information of the Disclosing Party’s . It will be presumed that any Confidential Information shall in a Receiving Party’s possession is not within exceptions a), b) or c) above, and the burden will be in compliance with all applicable federal, state upon the Receiving Party to prove otherwise by records and local laws and regulationsdocumentation.

Obligations. The party receiving (“Receiving Party”) Each Party will maintain in strict confidence all Confidential Information of the other party (“Disclosing Party”) . The Receiving Party will exercise at least the same degree not disclose or grant use of care with respect to the Disclosing Party’s Confidential Information that to any third party except to the Receiving Party’s employees and other representatives who have a need to know such Confidential Information or as expressly authorized by the Disclosing Party exercises in writing. The Receiving Party will not use the Disclosing Party’s Confidential Information except as authorized by this Agreement. The Receiving Party will use at least the same standard of care to protect the Confidential Information of the Disclosing Party as it uses to protect its own Confidential Informationconfidential information of a similar nature, but in no event shall the Receiving Party use with less than reasonable care. The Receiving Party will only usecause each employee or other representative to whom the Receiving Party discloses the Confidential Information to be bound by an obligation of confidentiality, collectwhich obligation may include those contained in the Receiving Party’s employee handbook, retain, disclose that is at least as rigorous as the obligations contained in this Agreement. The Receiving Party will promptly notify the Disclosing Party upon discovery of any unauthorized use or reproduce disclosure of the Disclosing Party’s Confidential Information solely to Information. Unless otherwise set forth herein, upon the extent necessary to enable expiration or termination of this Agreement for any reason, or upon the Receiving Party to fulfill its obligations under request of the Agreement. FurtherDisclosing Party, the Receiving Party may disclose the Disclosing Party’s Confidential Information shall promptly return to the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state(or, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by at the Receiving Party Party’s option, destroy) all of the Disclosing Party’s Confidential Information and shall promptly certify in writing that it has done so; provided, however, that the Receiving Party shall not be obligated to return or destroy any Confidential Information stored in compliance with all applicable federalarchival or back-up files for which return or destruction is not reasonably practicable or any Confidential Information that must be retained for as long as necessary for purposes of audit, state and local laws and regulationscompliance, dispute resolution, or record retention pursuant to this Agreement.

Obligations. The party receiving (“Receiving Party”) Party will protect all Confidential Information of the other party (“Disclosing Party”) will exercise at least against unauthorized disclosure to Third Parties with the same degree of care with respect to the Disclosing Party’s Confidential Information that as the Receiving Party exercises to protect uses for its own Confidential Informationsimilar information, but in no event shall the Receiving Party use less than a reasonable degree of care. The Receiving Party will only usenot use the Confidential Information except as necessary to exercise its rights and fulfill its obligations under this Agreement. The Receiving Party may disclose the Confidential Information to its Affiliates, collectand their respective directors, retainofficers, disclose employees, subcontractors, licensees, consultants, attorneys, accountants and banks (collectively, “Recipients”), who have a need-to-know such information in order for Receiving Party to exercise its rights or reproduce fulfill its obligations under this Agreement or in connection with diligence activities pursuant to financing or acquisition events, provided that the Receiving Party shall hold such Recipients to written obligations of confidentiality with terms and conditions at least as protective of Disclosing Party’s Confidential Information solely as those set forth in this Agreement. Receiving Party shall be liable for any breach of such written obligations or this Section 6 by its Recipients. Notwithstanding the foregoing, Licensee may not disclose or make available OMT Rats or any information or materials relating thereto to any Affiliate, Third Party, or Recipient, except to the extent necessary to enable the Receiving Party to fulfill its obligations expressly allowed under the Section 2.5 of this Agreement. FurtherFor the avoidance of doubt, no Antigen shall be deemed Confidential Information, however the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons provision of the obligations imposed Antigen by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right Licensee to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information OMT shall be in compliance with all applicable federal, state and local laws and regulationsdeemed Confidential Information.

Obligations. The party receiving (“Receiving Party”) Party agrees to hold all Confidential Information in strict confidence and shall not, without the express prior written permission of the other party (“Disclosing Party”: (i) will exercise at least the same degree of care with respect to the Disclosing Party’s disclose any Confidential Information that to third parties or(ii) use the Receiving Party exercises to protect its own Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely for any purpose other than to the extent necessary to enable the Receiving Party to fulfill perform its obligations under this Agreement or for the Agreementpurpose expressly set forth in the applicable Statement of Work. FurtherWithout limiting the generality of the foregoing, the Receiving Party may shall be permitted to disclose the Disclosing Party’s Confidential Information only to the directorsits officers, officers and/or employees of Receiving Party and consultants who have a an absolute need to know such information (Confidential Information and only who are informed of and agree to the extent necessary) in order to fulfill the purposes contemplated be bound by the Agreement (“Qualified Staff Persons”), confidentiality obligations set forth herein; provided that Receiving Party has first informed will be liable for breach by any such Qualified Staff Persons person or entity. Receiving Party shall not make any copies of the obligations imposed by this Section and remains liable at all times Confidential Information except as necessary for the acts or omissions performance of its Qualified Staff Personsobligations under this Agreement and for its officers, employees, consultants, attorneys and accountants with a need to know. FurtherAny copies which are made shall be identified as belonging to Disclosing Party and marked "confidential," "proprietary" or with a similar legend. Receiving Party shall use commercially reasonable efforts to assist Disclosing Party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the promptly advise Disclosing Party in writing promptly within 24 hours the event that it learns or no later than state, fed has reason to believe that any person who has had access to Confidential Information has violated or regulatory requirements of any breach or suspected breach intends to violate the terms of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company4, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇and shall cooperate in seeking injunctive relief against any such person.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The party receiving (“Receiving Party”) Confidential Information of the other party (“Disclosing Party”) Party will exercise at least the same degree of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises to protect its own Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose use or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to perform its duties and to fulfill its obligations under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the its’ and its affiliates’ directors, officers officers, and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section confidential nature of the Confidential Information, and remains liable at all times for the acts or omissions of its Qualified Staff PersonsPersons as it relates to the Confidential Information. Further, Receiving Party the Company and the Trust will have the right to provide the this Agreement, to an affiliate(s). Notwithstanding anything to the contrary contained in this Agreement, Confidential Information shall not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Recipient or any Qualified Staff in violation of its affiliates. The this Agreement, (ii) was available to the Receiving Party shall notify on a non-confidential basis from a source other than the Disclosing Party in writing promptly within 24 hours or no later than stateprior to the date hereof, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which (iii) becomes available to the Receiving Party becomes aware. Notifications subsequent to Insurance Companythe date hereof from a third party who, must to the Receiving Party’s knowledge, is lawfully in possession of such information and which information is not known by Receiving Party to be sent subject to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use any confidentiality agreements with Disclosing Party, or (iv) as shown by Receiving Party’s written records, is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulationsInformation.

Obligations. The party receiving (“Receiving Party”) Each Party acknowledges that it may receive Confidential Information of the other party (“Disclosing Party”) will exercise at least Party in the same degree performance of care this Agreement. Each Party shall safeguard and hold such information received by it from the other Party in confidence by using such reasonable precautions as it normally takes with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises to protect its own Confidential Informationconfidential and proprietary information, but in no event shall the Receiving Party use less than a reasonable degree of care. The Receiving , and each Party will only use, collect, retain, disclose or reproduce shall limit disclosure of the Disclosing furnishing Party’s information to those employees and consultants of the receiving Party and its Affiliates who are informed of and understand the confidential nature thereof and are bound by non-disclosure and non-use obligations no less restrictive than those set forth in this Agreement. To the extent that such employees or consultants take an action, or fail to take an action, that would constitute a breach of such confidentiality or non-use obligations by such employee or contractor (as if such employee or contractor were a party to this Agreement), it will constitute a breach of such obligations as if a Party had taken, or failed to take, such action itself. Each receiving Party shall not, directly or indirectly, disclose, publish or use for the benefit of any Third Party or itself, except in exercising its rights and carrying out its duties hereunder or as otherwise provided in this Article 10, any Confidential Information solely of the other Party, without first having obtained the furnishing Party’s written consent to such disclosure or use. This restriction shall not apply to any information within the following categories: (i) information that is known to the receiving Party or its Affiliates prior to the time of disclosure to it, to the extent necessary evidenced by written records or other competent proof; (ii) information that is independently developed by employees, agents, or independent contractors of the receiving Party or its Affiliates without reference to enable or reliance upon the Receiving Party to fulfill its obligations under information furnished by the Agreement. Furtherdisclosing Party, the Receiving Party may disclose the Disclosing Party’s Confidential Information as evidenced by written records or other competent proof; (iii) information disclosed at any time to the directors, officers and/or employees of Receiving receiving Party who have or its Affiliates by a need Third Party that has a right to know make such disclosure; or (iv) any other information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons is or becomes part of the obligations imposed by this Section and remains liable at all times for public domain through no fault or negligence of the acts or omissions of its Qualified Staff Personsreceiving Party. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach [*] designates portions of this Section 1 of which Receiving Party becomes awaredocument have been omitted pursuant to a request for confidential treatment filed separately with the Commission. Notifications Confidential treatment has been required with respect to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇this omitted information.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The party receiving (“Receiving Party”) Each Party will maintain in strict confidence all Confidential Information of the other party (“Disclosing Party”) . The Receiving Party will exercise at least the same degree not disclose or grant use of care with respect to the Disclosing Party’s Confidential Information that to any third party except to the Receiving Party’s employees and other representatives who have a need to know such Confidential Information or as expressly authorized by the Disclosing Party exercises in writing. The Receiving Party will not use the Disclosing Party’s Confidential Information except as authorized by this Agreement. The Receiving Party will use at least the same standard of care to protect the Confidential Information of the Disclosing Party as it uses to protect its own Confidential Informationconfidential information of a similar nature, but in no event shall the Receiving Party use with less than reasonable care. The Receiving Party will only use, collect, retain, disclose cause each employee or reproduce other representative to whom the Receiving Party discloses the Confidential Information to be bound by an obligation of confidentiality that is at least as rigorous as the obligations contained in this Agreement. The Receiving Party will promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information solely to Information. Unless otherwise set forth herein, upon the extent necessary to enable expiration or termination of this Agreement for any reason, or upon the Receiving Party to fulfill its obligations under request of the Agreement. FurtherDisclosing Party, the Receiving Party may disclose the Disclosing Party’s Confidential Information shall promptly return to the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state(or, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by at the Receiving Party Party’s option, destroy) all of the Disclosing Party’s Confidential Information and shall promptly certify in writing that it has done so; provided, however, that the Receiving Party shall not be obligated to return or destroy any Confidential Information stored in compliance with all applicable federalarchival or back-up files for which return or destruction is not reasonably practicable or any Confidential Information that must be retained for as long as necessary for purposes of audit, state and local laws and regulationscompliance, dispute resolution, or record retention pursuant to this Agreement.

Obligations. The party receiving (“In consideration of the Disclosing Party’s disclosure of Proprietary Information to the Receiving Party”, the Receiving Party agrees with respect to the Proprietary Information received from the Disclosing Party that it: (a) Confidential will maintain such Proprietary Information in the strictest confidence; (b) will not disclose, transfer or otherwise make available any of such Proprietary Information to any third party; (c) will not, directly, indirectly or in concert with any person, use the Proprietary Information for any purpose other than in accordance with Section 1; and (d) make only as many copies of tangible Proprietary Information as are necessary for its use under the terms hereof, and each such copy will be marked with the same proprietary notices that appear on the originals. The Receiving Party shall take reasonable measures to protect the Proprietary Information of the other party (“Party, which measures shall not be less than the measures taken to protect the Receiving Party’s own Proprietary information. Proprietary Information of the Disclosing Party”) will exercise at least the same degree of care with respect Party may be provided to the Disclosing Receiving Party’s Confidential Information that employees only on a need-to-know basis and, prior to providing such provision, the Receiving Party exercises to protect its own Confidential must have already in place or obtain an appropriate agreement from each such employee, which agreement shall provide that the employee shall maintain the confidentiality of such Proprietary Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce promptly provide the Disclosing Party with reasonable access to such agreements upon the Disclosing Party’s Confidential request. The Receiving Party’s obligations set forth in this Section 3 with respect to each item of Proprietary Information solely to shall terminate two (2) years from the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party may disclose date that the Disclosing Party’s Confidential Party first discloses such Proprietary Information to the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇Party.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The party receiving parties agree that (“a) the Receiving Party”) Party will treat all Confidential Information of the other party (“Disclosing Party”) will exercise at least with the same degree of care with respect to the Disclosing Party’s Confidential Information that as the Receiving Party exercises accords to protect its own Confidential Informationconfidential information, but in no event shall the Receiving Party use case less than reasonable care. The ; (b) the Receiving Party will only not use, collectdisseminate, retainor in any way disclose any Confidential Information, disclose except to its personnel or reproduce the Disclosing Party’s Confidential Information solely authorized representatives to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who such persons have a specific need to know such information (necessary for the Business Purpose, and only to for any other purpose the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”)Disclosing Party may hereafter authorize, provided that Receiving Party has first informed all such Qualified Staff Persons persons shall have agreed in writing to be bound by terms and conditions substantially similar to, and no less restrictive with respect to limitations on use and disclosure than, those of this CDA; and (c) the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have deliver to the right to provide Disclosing Party, within five (5) days following the Agreementreceipt of a written request by the Disclosing Party, to any all tangible embodiments of the Confidential Information including copies, notes, packages, pictures, diagrams, computer memory media, and all other materials reflecting or containing Confidential Information with a certification of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than statereturn, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by except that the Receiving Party of may retain one (1) complete record copy for archival purposes to confirm compliance with this CDA. In particular, each party understands that the Disclosing Party’s other party's Confidential Information shall may be considered material, non-public information under U.S. federal and state securities laws and other securities laws and either party could be found to be in compliance violation thereof if it takes advantage of such information by (a) trading in the other party's or any other party's stock based on Confidential Information, or (b) furnishing information to others in connection with all applicable federal, state and local laws and regulationsthe trading of such stock.

Obligations. The parties acknowledge and agree that all strategic and forward-looking operational or financial information disclosed by one party receiving (the “Disclosing Party”), directly or indirectly, to another party (the “Receiving Party”) in connection with the business of the Disclosing Party, which is marked as “proprietary” or “confidential” or, if disclosed orally, is designated as confidential or proprietary at the time of disclosure and reduced in writing or other tangible (including electronic) form that includes a prominent confidentiality notice and delivered to the Receiving Party within thirty (30) days of disclosure, constitutes the confidential and proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party may disclose Confidential Information of only to those employees who have a need to know such Confidential Information and who are bound to retain the other confidentiality thereof under provisions (including provisions relating to nonuse and nondisclosure) no less restrictive than those required by the Receiving Party for its own confidential information. The Receiving Party shall, and shall cause its employees to, retain in confidence and not disclose to any third party (“including any of its sub-contractors) any Confidential Information without the Disclosing Party”) will ’s express prior written consent, and the Receiving Party shall not use such Confidential Information except to exercise the rights and perform its obligations under this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same procedures and degree of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises which it uses to protect its own Confidential Informationconfidential information of like importance, but and in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only useshall be fully responsible for compliance by its employees with the foregoing, collect, retain, disclose and any act or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable omission of an employee of the Receiving Party to fulfill its shall constitute an act or omission of the Receiving Party. The confidentiality obligations under set forth in this Section 6.14.1 shall survive any dissolution of the Company and/or termination of this Agreement. FurtherOn the Effective Date, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directorsthat certain non-disclosure agreement dated February 19, officers and/or employees of Receiving Party who have a need to know such information (2016 entered into between BB Member and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information , Inc. shall be in compliance with all applicable federal, state deemed terminated and local laws and regulationsof no further force or effect.

Obligations. The party receiving (“Each Party, as Receiving Party”) , will maintain in confidence all Confidential Information of disclosed to it by the other party (“Disclosing Party”) will exercise at least . The Receiving Party agrees not to use, disclose or grant use of such Confidential Information except as expressly authorized by the same degree of care with respect to Transaction Agreements. Without limiting the foregoing, the Receiving Party may use or disclose the Disclosing Party’s Confidential Information that to the extent such use or disclosure is reasonably necessary to (i) perform the obligations owed by the Receiving Party exercises under this Agreement or (ii) exercise the rights and licenses granted to the Receiving Party under this Agreement, in each case, provided that, any disclosure to any customers, suppliers, distributors, contractors, resellers, business partners or Third Parties in connection with the foregoing shall be made subject to the recipient being bound by written confidentiality obligations that are no less protective of Confidential Information than this Section 14. In addition, to the extent that disclosure is authorized by this Agreement, each Receiving Party agrees to disclose the Confidential Information of the Disclosing Party only to its employees, agents or consultants who need to know such Confidential Information for the purposes of this Agreement and agrees to obtain prior agreement from its employees, agents or consultants to whom disclosure is to be made to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Receiving Party may also disclose the Confidential Information of the Disclosing Party in confidence and solely to the extent reasonably necessary, to the Receiving Party’s or its Affiliates’ legal counsel, accountants, banks and financing sources, investors and potential investors and their respective advisors. Each Receiving Party agrees to use at least the same standard of care as it uses to protect its own most confidential information to protect the proprietary and confidential nature of Confidential Information of the Disclosing Party, including to ensure that such employees, agents or consultants do not disclose or make any unauthorized use of such Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall promptly notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements upon discovery of any breach unauthorized use or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by the Receiving Party disclosure of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulationsInformation.

Obligations. The party receiving Each Party and its Affiliates (each, a “Receiving Party”) will maintain in confidence all Confidential Information of disclosed to it by the other party Party, its Affiliates or its or their Personnel (the “Disclosing Party”) will exercise in connection with this Umbrella Agreement and each Ancillary Agreement. Each Receiving Party agrees not to use, disclose, or grant use of such Confidential Information except for purposes of performing its obligations under this Umbrella Agreement and the Ancillary Agreements and for the other activities expressly authorized in this Umbrella Agreement or in an Ancillary Agreement. Each Receiving Party agrees to disclose the Confidential Information of the Disclosing Party only to its Personnel who have a reasonable need to know such Confidential Information specifically for purposes of performing under this Umbrella Agreement and the applicable Ancillary Agreement or for any other purposes expressly permitted by this Umbrella Agreement or the applicable Ancillary Agreement and are bound by confidentiality and non-use obligations substantially similar to the terms of this Section 7. Each Receiving Party agrees to use at least the same degree standard of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises as it uses to protect its own confidential information of a similar nature to protect such Confidential Information from unauthorized use or disclosure and to ensure that such Personnel do not disclose or make any unauthorized use of such Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall promptly notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements upon discovery of any breach unauthorized use or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by the Receiving Party disclosure of the Disclosing Party’s Confidential Information Information. The Receiving Party shall be in compliance with all applicable federal, state and local laws and regulationsresponsible for any acts or omissions of its Affiliates or Personnel which breach the terms of this Section 7.

Obligations. The party receiving (“Receiving Party shall hold the Disclosing Party”) ’s Confidential Information in confidence using not less than the efforts such Receiving Party uses to maintain in confidence its own confidential or proprietary information of similar kind and value, but in no event less than a reasonable degree of care. The Receiving Party shall not use any Confidential Information of the other party (“Disclosing Party except as necessary to perform the Receiving Party’s obligations, or exercise rights granted to the Receiving Party, under this Agreement, and the Receiving Party shall maintain the Disclosing Party’s Confidential Information in confidence and shall not disclose the Disclosing Party’s Confidential Information to any Third Party without the prior written consent of the Disclosing Party, except that the Receiving Party may disclose the Disclosing Party’s Confidential Information: (a) to the Receiving Party’s employees, consultants, and advisors, and to the employees, consultants, and advisors of such Receiving Party’s Affiliates (collectively, “Representatives”) will exercise at least ), who have a need to know such information and materials for performing the same degree Receiving Party’s obligations, or exercising rights expressly granted to the 31 Receiving Party, under this Agreement and are subject to obligations of care non-use and confidentiality with respect to such information that are no less protective of such Confidential Information than are the provisions of this Agreement; (b) to Regulatory Authorities in order to seek or obtain Marketing Approvals with respect to the Product; or (c) if such disclosure is required by applicable Law or to defend or prosecute litigation or arbitration or to the extent, and to the individuals and entities, required by rules of any securities exchange, as long as (i) prior to such disclosure, to the extent permitted by applicable Law, the Receiving Party notifies the Disclosing Party of such requirement to enable to the Disclosing Party to seek any available exemptions from or limitations on such disclosure requirement and will reasonably cooperate in such efforts by the Disclosing Party and (ii) the Receiving Party furnishes only that portion of the Disclosing Party’s Confidential Information that the Receiving Party exercises is legally required to protect its own Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliatesfurnish. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of remain liable for any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇Agreement by its Representatives.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The party receiving (“Receiving Party”) Recipient will use any Confidential Information of Disclosing Party solely to perform the other party (“Services or exercise its rights or perform its obligations under this Agreement or a Work Order and will treat Disclosing Party”) will exercise at least ’s Confidential Information with the same degree of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises it uses to protect its own Confidential Information, but in no event shall the Receiving Party use with less than a reasonable degree of care. The Receiving Party During the Term and for a period of five (5) years thereafter, Recipient will not directly or indirectly publish, disseminate or otherwise disclose, use for its own benefit or for the benefit of a third party, deliver or make available to any third party, any of Disclosing Party’s Confidential Information other than in furtherance of the purposes of this Agreement and only use, collect, retain, disclose or reproduce with the prior written consent of Disclosing Party. Recipient will exercise all reasonable precautions to physically protect the integrity and confidentiality of the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the AgreementInformation. Further, the Receiving Party Recipient may disclose the Disclosing Party’s Confidential Information to the directorsits Representatives, officers and/or employees of Receiving Party who have a need to know such information (and but only to the extent necessary) in order necessary to fulfill perform the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided Services. Recipient agrees that Receiving Party has first informed any such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right Representatives to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by the Receiving Party of the whom Disclosing Party’s Confidential Information is disclosed shall be in compliance advised of Recipient’s obligations under this Agreement and shall be bound by the terms at least as restrictive as the terms hereof to protect the confidentiality of Disclosing Party’s Confidential Information pursuant to (x) a written agreement with all applicable federalRecipient, state or (y) the rules and local laws and regulationsstandards of professional conduct to which such Representative is bound.

Obligations. The Each party receiving acknowledges that such party (the “Receiving Party”) Confidential Information of shall be provided with and exposed to information, materials, and data that are confidential and proprietary to the other party (the “Disclosing Party”) ), including without limitation documentation, confidential business information of the Disclosing Party, lists, and identities, password(s), or other identification or authentication devices (“Confidential Information”). The Receiving Party will exercise hold any and all Confidential Information it obtains in the strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement and the operations of the HIE. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises to protect its own Confidential Informationcare, but in no event shall the Receiving Party use less than reasonable care, to avoid disclosure or use of Confidential Information as the Receiving Party employs with respect to its own Confidential Information of a like importance. The Receiving Party will only use, collect, retain, may disclose or reproduce the Disclosing Party’s Confidential Information solely provide access to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Furtherresponsible employees, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directorsagents, officers and/or employees of Receiving Party and consultants who have a need to know such information (and may make copies of Confidential Information only to the extent necessary) in order reasonably necessary to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that carry out its obligations hereunder. The Receiving Party has first informed currently has, and in the future will maintain in effect and enforce, rules and policies to protect against access to or use or disclosure of Confidential Information other than in accordance with this Agreement, including without limitation written instruction to and agreements with employees, agents, or consultants who are bound by an obligation of confidentiality no less restrictive than set forth in this Agreement to ensure that such Qualified Staff Persons employees, agents, and consultants protect the confidentiality of Confidential Information. The Receiving Party will: require its employees, agents, and consultants not to disclose Confidential Information to third parties without the obligations imposed by this Section Disclosing Party’s prior written consent; will notify the Disclosing Party immediately of any unauthorized disclosure or use; and remains liable at will cooperate with the Disclosing Party to protect all times for the acts or omissions proprietary rights in and ownership of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliatesConfidential Information. The Receiving Party shall notify return all Confidential Information to the Disclosing Party, or destroy such information if return is not practical, retaining no copies, upon the termination of this Agreement. Confidential Information will not include any information or material, or any element thereof, to the extent any such information or material, or any element thereof: (a) has previously become or is generally known, unless it has become generally known through a breach of this Agreement or a similar confidentiality or non- disclosure agreement, obligation, or duty; (b) was already rightfully known to the Receiving Party prior to being disclosed by or obtained from the Disclosing Party as evidenced by written records kept in writing promptly within 24 hours the ordinary course of business or no later than state, fed or regulatory requirements by proof of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any actual use by the Receiving Party; (c) has been or is hereafter rightfully received by the Receiving Party from a third party (other than the Disclosing Party) without restriction or disclosure and without breach of a duty of confidentiality to the Disclosing Party; or (d) has been independently developed by the Receiving Party without access to Confidential Information of the Disclosing Party’s . It will be presumed that any Confidential Information shall in a Receiving Party’s possession is not within exceptions (b), (c) or (d) above, and the burden will be in compliance with all applicable federal, state upon the Receiving Party to prove otherwise by records and local laws and regulationsdocumentation.

Obligations. The party receiving (“Receiving Party”) Parties shall use, disclose, or copy, the Confidential Information of the other party (“Disclosing Party”) will exercise at least Party only for the purposes of, and only as necessary to perform under, this Agreement. The Parties shall use the same degree of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises as it uses to protect its own Confidential InformationInformation of a similar nature, but in no event shall the Receiving Party use less than reasonable care, to prevent the unauthorized use and disclosure of the Confidential Information. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving A Party may disclose the Disclosing Party’s Confidential Information only to the directors, officers and/or its employees of Receiving Party who and Subcontractors who: (i) have a need to know such information (and Confidential Information for purposes of carrying out this Agreement but only to the extent necessarythat such Confidential Information is needed to perform their obligations under this Agreement and (ii) have agreed in order writing in advance to fulfill the purposes contemplated be bound by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons a written confidentiality agreement at least as protective of the obligations imposed by Confidential Information as the provisions of this Section and remains liable at Agreement. Each Party agrees that it shall be responsible for ensuring that all times for the acts or omissions of its Qualified Staff Personsrespective employees, Subcontractors, or Representatives engaged by it who assist or contribute to a Party’s duties, obligations or performance, as the case may be, under this Agreement comply with the provisions of this Section. FurtherEach Party shall require its employees, Receiving Party will have Representatives, and Subcontractors to use dedicated and segregated office files, notebooks, computer files and the right like in that Party’s duties, obligations or performance, wherein such dedicated office files, notebooks, computer files and the like do not contain information unrelated to provide the performance of this Agreement, to any of its affiliates. The Receiving A Party shall notify the Disclosing other Party immediately in writing promptly within 24 hours or no later than state, fed or regulatory requirements the event of any breach unauthorized use, disclosure, or suspected breach publication of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇any Confidential Information.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The Should either party disclose to the other any of such ----------- party's Confidential Information (the "Disclosing Party"), the party receiving the Confidential Information (“the "Receiving Party”") shall maintain the Confidential Information of the other party (“Disclosing Party”) will exercise in confidence, shall use at least the same degree of care with respect to maintain the secrecy of the Confidential Information as it uses in maintaining the secrecy of its own proprietary, confidential and trade secret information, shall always use at least a reasonable degree of care in maintaining the secrecy of the Confidential Information, shall use the Confidential Information only for the purpose of performing its obligations under this Agreement and the Research Plan and exercising its rights hereunder unless otherwise agreed in writing by the Disclosing Party, and shall deliver to the Disclosing Party’s , in accordance with any request from the Disclosing Party, all copies, notes, packages, diagrams, computer memory media and all other materials containing any portion of the Disclosing Party's Confidential Information that which is not necessary for the Receiving Party exercises to protect perform its own Confidential Information, but in no event shall obligations under this Agreement and the Receiving Party use less than reasonable careResearch Plan and to exercise its rights hereunder. The Receiving Party will only use, collect, retain, shall not disclose or reproduce any of the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s 's Confidential Information to the directors, officers and/or employees of any person except to those Receiving Party who have Affiliates, employees and consultants having a need to know such information (and only to the extent necessary) Confidential Information in order to fulfill accomplish the purposes contemplated by and intent of this Agreement and the Agreement (“Qualified Staff Persons”)Research Plan. Such disclosure shall not be made until the Disclosing Party is notified and consents to the disclosure, provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right consent not to provide the Agreement, to any of its affiliatesbe unreasonably withheld. The Receiving Party shall notify ensure that each such Affiliate, employee and consultant has been instructed to keep confidential the Confidential Information of the Disclosing Party in writing promptly within 24 hours and shall ensure that each such Affiliate, employee or no later than state, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use consultant has signed a confidentiality agreement prepared by the Receiving Disclosing Party covering the Confidential Information of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The parties acknowledge that the Services require disclosure by each party receiving (“"Disclosing Party") to the other party ("Receiving Party”") of certain of the Disclosing Party's Confidential Information. With respect to Confidential Information of the other party (“Disclosing Party”) will exercise at least the same degree of care with respect Party that is disclosed to the Disclosing Receiving Party’s Confidential Information that , the Receiving Party exercises shall, subject to the exceptions stated herein: (a) maintain and protect the confidentiality of the information with the same care and measures to avoid unauthorized disclosure or access as the Receiving Party uses with its own Confidential Information, but in no event shall less than a reasonable standard of care; (b) comply with all applicable federal and state laws and regulations relating to the confidentiality and security of the information, including without limitation the Privacy Laws relating to Customer Information. (c) use the information solely to carry out the purposes for which the information was disclosed; and (d) limit access to the information to: (i) employees of the Receiving Party use less than reasonable care. The Receiving Party will only useParty, collector of its subsidiaries or affiliates, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who have a need to know such to facilitate, monitor or review the delivery, receipt or performance of the Services; (ii) employees of the Receiving Party's suppliers or licensors who have a need to know the information solely for the purpose of facilitating the performance, delivery or use of the Services; and (iii) the Receiving Party's external attorneys and only auditors. Any of the foregoing individuals to whom the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons discloses information must be under a legally binding obligation to maintain the confidentiality of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliatesinformation. The Receiving Party shall notify remain responsible to the Disclosing Party in writing promptly within 24 hours for acts or no later than state, fed or regulatory requirements omissions of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use such individuals that if committed by the Receiving Party would constitute a violation of the Disclosing Receiving Party’s Confidential Information 's confidentiality obligations hereunder. Notwithstanding the foregoing, (i) nothing herein shall be in compliance with all applicable federal, construed to authorize the disclosure of Customer Information if such disclosure will violate the Privacy Laws or any other federal or state law or regulation; and local laws (ii) Client shall not disclose the terms and regulationsconditions of this Agreement to any third party without ITA's prior written consent.

Obligations. The Each party receiving (each, a “Receiving Party”) will maintain in confidence all Confidential Information disclosed to it by any other party (each, a “Disclosing Party”). As used herein, “Confidential Information” means any and all technical and non-technical information either party provides the other hereunder that is marked or otherwise identified at the time of disclosure as confidential or proprietary, or which, by its nature, the Receiving Party would reasonably deem as confidential or proprietary, including trade secrets, know-how, designs, schematics, techniques, software code, technical documentation, specifications, plans or any other information relating to any research project, work in process, future development, scientific, engineering, manufacturing, marketing or business plan or financial or personnel matter relating to either party, its present or future products, sales, suppliers, customers, employees, investors or business, whether in written, oral, graphic or electronic form. Each Receiving Party agrees not to use, disclose or grant use of such Confidential Information except as expressly authorized by this Agreement. To the extent that disclosure is authorized by this Agreement, each Receiving Party agrees to disclose the Confidential Information of the Disclosing Party only to its employees, agents or subcontractors who need to know such Confidential Information for the purposes of this Agreement and agrees to obtain prior agreement from its employees, agents or consultants to whom disclosure is to be made to hold in confidence and not make use of such information for any purpose other party (“Disclosing Party”) will exercise than those permitted by this Agreement. Each Receiving Party agrees to use at least the same degree standard of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises as it uses to protect its own most confidential information to ensure that such employees, agents or consultants do not disclose or make any unauthorized use of such Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall promptly notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements upon discovery of any breach unauthorized use or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by the Receiving Party disclosure of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulationsInformation.

Obligations. The party receiving (“Receiving Party”) Parties agree that at all times, and notwithstanding the termination or expiration of this MSA, they shall hold all Confidential Information of the other party (“Disclosing Party”) will exercise at least Party in strict confidence and trust, and shall not use, reproduce or disclose the same degree of care with respect to the Disclosing Party’s Confidential Information that of the Receiving other Party exercises to protect its own Confidential Information, but any person or entity except as specifically permitted in no event shall the Receiving Party use less than reasonable carethis MSA. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Any reproduction of Confidential Information solely to shall remain the extent necessary to enable property of the Receiving disclosing Party to fulfill its obligations under and shall contain all confidential or proprietary notices or legends which appear on the Agreementoriginal, unless otherwise authorized in writing by the disclosing Party. Further, the Receiving Each Party may disclose the Disclosing Party’s Confidential Information of the other Party only to the directorsthose of its contractors, officers and/or employees of Receiving Party consultants and advisors (collectively, “Representatives”) who have previously agreed in writing to be bound by confidentiality terms and conditions at least as restrictive as those set forth in this MSA and who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving information. The receiving Party has first informed such Qualified Staff Persons shall be responsible for any use of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by the Receiving Party of the Disclosing disclosing Party’s Confidential Information by the receiving Party’s Representatives. The receiving Party shall be promptly notify the disclosing Party upon confirming any loss or unauthorized disclosure of the disclosing Party’s Confidential Information. Within thirty (30) days of the disclosing Party’s request, the receiving Party shall destroy the disclosing Party’s Confidential Information and certify such destruction in compliance with all applicable federal, state and local laws and regulationswriting signed by an authorized representative of the receiving Party.

Obligations. The party receiving (“Receiving Party”) Party will maintain in confidence the Confidential Information during the term of this Agreement and for the other party (“Disclosing Party”) two-year period commencing upon the effective date of termination of this Agreement, and will exercise at least not use such Confidential Information except as expressly permitted in this Agreement. The Receiving Party will use the same degree of care with respect to in protecting the Disclosing Party’s Confidential Information that as the Receiving Party exercises uses to protect its own Confidential Informationconfidential and proprietary information from unauthorized use or disclosure, but in no event shall the Receiving Party use less than reasonable care. The Confidential Information will be used by the Receiving Party solely for the purpose of carrying out the Receiving Party’s obligations under this Agreement. In addition, the Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the its directors, officers officers, employees and/or employees of Receiving Party contractors who have a need to know such information (and only to the extent necessary) Confidential Information in order to fulfill perform their duties under this Agreement, and if such directors, officers, employees and/or contractors have executed a non-disclosure agreement with the purposes contemplated by Receiving Party with terms no less restrictive than the non- disclosure obligations contained in this Section 4.2. Each party agrees that the terms and conditions of this Agreement will be treated as Confidential Information of both parties and will not be disclosed to any third party; provided, however, that each party may disclose the terms and conditions of this Agreement (a) to such party’s legal counsel, accountants, banks, financing sources and their advisors, (b) in connection with the enforcement of this Agreement or rights under this Agreement, or (c) in connection with an 139780309.1 actual or proposed merger, acquisition, or similar transaction. Notwithstanding any terms to the contrary in this Agreement, any suggestions, comments or other feedback provided by Company to PointCross with respect to PointCross or the Solutions (collectively, “Qualified Staff PersonsFeedback”), provided that Receiving Party has first informed such Qualified Staff Persons ) will constitute Confidential Information of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff PersonsPointCross. Further, Receiving Party PointCross will have be free to use, disclose, reproduce, license and otherwise distribute and exploit the right Feedback provided to provide the Agreementit as it sees fit, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours entirely without obligation or no later than state, fed or regulatory requirements restriction of any breach kind on account of Intellectual Property Rights or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇otherwise.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The parties acknowledge and agree that all strategic and forward-looking operational or financial information disclosed by one party receiving (the “Disclosing Party”), directly or indirectly, to another party (the “Receiving Party”) in connection with the business of the Disclosing Party, which is marked as “proprietary” or “confidential” or, if disclosed orally, is designated as confidential or proprietary at the time of disclosure and reduced in writing or other tangible (including electronic) form that includes a prominent confidentiality notice and delivered to the Receiving Party within thirty (30) days of disclosure, constitutes the confidential and proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party may disclose Confidential Information of only to those employees who have a need to know such Confidential Information and who are bound to retain the other confidentiality thereof under provisions (including provisions relating to nonuse and nondisclosure) no less restrictive than those required by the Receiving Party for its own confidential information. The Receiving Party shall, and shall cause its employees to, retain in confidence and not disclose to any third party (“including any of its sub-contractors) any Confidential Information without the Disclosing Party”) will ’s express prior written consent, and the Receiving Party shall not use such Confidential Information except to exercise the rights and perform its obligations under this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same procedures and degree of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises which it uses to protect its own Confidential Informationconfidential information of like importance, but and in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only useshall be fully responsible for compliance by its employees with the foregoing, collect, retain, disclose and any act or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable omission of an employee of the Receiving Party to fulfill its obligations under the Agreement. Further, shall constitute an act or omission of the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) . The confidentiality obligations set forth in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons this Section 14.1 shall survive any dissolution of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach Licensor and/or termination of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇Agreement.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The party receiving Each Party agrees: (“Receiving i) to keep confidential all Confidential Information disclosed to it by the Disclosing Party”; (ii) not to use or disclose the Confidential Information of the other party (“Disclosing Party”) will exercise at least the same degree of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises to protect its own Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely except to the extent necessary to enable perform its obligations or exercise rights under this Agreement, except with the Disclosing Party’s prior written consent; (iii) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information), and (iv) to make Confidential Information available to authorized persons only on a “need to know” basis. Subject to the restrictions set forth in Section 5.5, either Party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Notwithstanding the foregoing, this Section 5 will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or regulation provided that the Receiving Party first provides the Disclosing Party with prompt written notice of such requirement (provided such notice is legally permissible) and reasonable cooperation to fulfill its obligations under the AgreementDisclosing Party should it seek protective arrangements for the production of such Confidential Information. FurtherIn addition, the Receiving Party may disclose the Disclosing Party’s will limit any such provision of Confidential Information to the directorsspecific information required by such law, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”)court, provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts authority, or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇regulation.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The party receiving Parties acknowledge and agree that all proprietary or nonpublic information disclosed by one Party (“the "Disclosing Party") to the other Party (the "Receiving Party”") directly in connection with this Agreement, which information is (i) marked as "proprietary" or "confidential" or, if disclosed orally, is designated as confidential or proprietary at the time of disclosure and reduced in writing or other tangible (including electronic) form that includes a prominent confidentiality notice and delivered to the Receiving Party within thirty (30) days of disclosure, or (ii) provided under circumstances reasonably indicating that it constitutes the confidential and proprietary information of the Disclosing Party ("Confidential Information"). The Receiving Party may disclose Confidential Information of only to those employees who have a need to know such Confidential Information and who are bound to retain the other confidentiality thereof under revisions no less restrictive than those required by the Receiving Party for its own confidential information. The Receiving Party shall, and shall cause its employees to, retain in confidence and not disclose to any third party (“including any of its sub-contractors) any Confidential Information without the Disclosing Party”) will 's express prior written consent, and the Receiving ___________ * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Party shall not use such Confidential Information except to exercise the rights and perform its obligations under this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same procedures and degree of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises which it uses to protect its own Confidential Informationconfidential information of like importance, but and in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only useshall be fully responsible for compliance by its employees with the foregoing, collect, retain, disclose and any act or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable omission of an employee of the Receiving Party to fulfill its obligations under the Agreement. Further, shall constitute an act or omission of the Receiving Party may disclose the Disclosing Party’s . The confidentiality obligations set forth in this Section 9.7 shall apply and continue, with regard to each item of Confidential Information to disclosed hereunder, for a period of five (5) years from the directors, officers and/or employees date of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇disclosure thereof.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The party receiving (“Receiving Party”) Confidential Information of 1.1 Each Party shall use the other party (“Disclosing Party”) will exercise at least the same degree of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises to protect its own Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely for the purpose of determining their respective interest in establishing the business relationship with each other (“the Purpose”) and not for any other purpose. Neither Party shall use any Confidential Information in any way which is directly or indirectly detrimental to, competitive to the other and third party. 1.2 Neither Party shall disclose any Confidential Information to any other person or body, other than as permitted by clause 1.3 below. 1.3 This Agreement shall not prohibit disclosure by either Party of Confidential Information: (a) to its “Representatives”, being its members (in the case of “The Company”), its directors or executive officers or management (in the case of the Company) and (in the case of both Parties) its employees, who need to know such Confidential Information to assist with the Purpose; (b) with the other Party’s prior written consent; (c) to the extent necessary that such disclosure is required of a Party by law; and (d) to enable the Receiving extent that such disclosure is required of a Party by any judicial, governmental or regulatory authority with powers over the Party. Where a disclosure is required as contemplated by clause 1.3 (c) or 1.3 (d) (a “Compelled Disclosure”), the Party compelled to fulfill its obligations under disclose shall, where legally permissible, inform the Agreement. Furtherother Party promptly. 1.4 Upon the request of either Disclosing Party, the Receiving Party may disclose shall return or destroy (and provide written confirmation of the same) all Confidential Information in its possession (to the fullest extent commercially and technically practical in the case of Confidential Information in electronic form), except: (a) where required for the purpose of a Compelled Disclosure; or (b) where a record of the Purpose is required to be kept by law or by the other Party’s internal rules, any such record remaining Confidential Information subject otherwise to this Agreement. Receiving Party shall make its Representatives aware of this Agreement and shall procure their compliance with this Agreement. 1.5 Upon request of the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who have a Recipient need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any list or up-to-date list of its affiliates. The directors, executive officers, management and representatives who may have access to the Confidential Information. 1.6 Receiving Party shall notify cooperate with the Disclosing Party to enable it to monitor its compliance with the obligations set out in writing promptly within 24 hours or no later than statethis Agreement and, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Companyupon reasonable notice being given, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by permit the Receiving Party access of the Disclosing Party’s representatives to any premise where the Confidential Information are being processed in order to ascertain compliance with this Agreement. 1.7 Receiving Party shall be not transfer any Confidential Information to any third party other than to the Disclosing Party in any circumstances save and except with the written consent of the Disclosing Party or to comply with a legal obligation imposed on the Recipient; 1.8 Receiving Party must take reasonable steps to ensure the reliability of their directors, executive officers, management and who may have access to the Confidential Information and use all reasonable endeavors to ensure that such persons have sufficient skills and training in the handling of Confidential Information and compliance with all applicable federalprivacy and data protection laws of Malaysia. 1.9 Receiving Party must promptly notify the Disclosing Party by telephone or any other reasonable manner and follow up in writing if it becomes aware of any actual, state suspected or alleged unauthorized use of, disclosure of, or access to Confidential Information by itself or others, including notification of loss or suspected loss of data whether or not such data has been encrypted. The Recipient shall cooperate with the Disclosing Party in the manner reasonably requested by the Disclosing Party and local laws in accordance with law, including but not limited to conduct the investigation; cooperating with authorities; notifying at the Recipient’s sole expense affected persons, credit bureaus, other persons or entities deemed appropriate by the Disclosing Party; and regulationsissuing press releases. Such cooperation will include without limitation: - (a) providing all relevant data and reports to the Disclosing Party; and (b) obtaining prior advance approval from the Disclosing Party on any notifications to impacted individuals or press releases.

Obligations. The party receiving Each of the parties shall maintain in confidence any non-public, confidential or proprietary information disclosed by or on behalf of the other party, whether disclosed before or during the Term, whether disclosed orally or disclosed or accessed in written, electronic or any other form or media, whether tangible or intangible, and whether or not marked, designated, or otherwise identified as “confidential” (“Receiving PartyConfidential Information”). The receiving party (and User’s Authorized Users if User is the receiving party) shall not disclose, use, transmit, inform or make available to any third party any Confidential Information of the disclosing party, and shall not use any Confidential Information of the other party (“Disclosing Party”) will except as necessary in order to perform its obligations or exercise its rights under this Agreement. Each party shall take all actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information of the other party and such other party’s respective rights therein, at all times exercising at least the same degree of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises it uses to protect its own Confidential InformationInformation of a similar nature, but in no event shall the Receiving Party use less than a reasonable degree of care. The Receiving Party will only use, collect, retain, disclose or reproduce Each party shall restrict access to the Disclosing Party’s Confidential Information solely of the other party to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or those employees of Receiving Party or agents who have a need to know such information (and only to the extent necessary) require access in order to fulfill the purposes contemplated by the Agreement perform such party’s obligations or exercise such party’s rights hereunder; provided that, in no event shall User or its Authorized Users (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to if any) permit any of its affiliatesor their third party vendors, service providers, contractors or other agents to access or use Zoneomics’s Confidential Information, even if such access or use is for User’s internal business purposes. The Receiving Party shall notify Zoneomics’s “Confidential Information” includes, without limitation, the Disclosing Party in writing promptly within 24 hours or no later than stateZoneomics Services (including without limitation the Documentation and Zoneomics Data), fed or regulatory requirements of any breach or suspected breach the terms of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any Agreement and any negotiations between User and Zoneomics regarding use by the Receiving Party of the Disclosing PartyZoneomics Services (including, without limitation, any Fees payable thereunder). For the avoidance of doubt, Usage Data shall constitute Zoneomics’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulationsInformation.

Obligations. The party receiving (“Receiving Party”) Party will use the same care and discretion to avoid disclosure, publication or dissemination of any Confidential Information of received from the other party disclosing Party as the receiving Party uses with its own similar information that it does not wish to disclose, publish or disseminate (“Disclosing Party”) will exercise at least the same but in no event less than a reasonable degree of care with respect to care). The receiving Party will: (a) use the Disclosing disclosing Party’s Confidential Information that only for the Receiving Party exercises to protect purpose for which it is disclosed in connection with the performance of its own Confidential Information, but in no event shall obligations under this Administrative Services Agreement or the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, full enjoyment of its rights hereunder; and (b) not disclose or reproduce the Disclosing disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill except to: (i) its obligations under the Agreement. Furtheremployees, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directorsAffiliates, officers and/or employees of Receiving Party agents, contractors, and Subcontractors (and their employees) who both (X) have a need to know such information (and only to Confidential Information in connection with the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons performance of the receiving Party’s obligations imposed by under this Section and remains liable at all times for Administrative Services Agreement or the acts or omissions full enjoyment of its Qualified Staff Personsrights hereunder and (Y) will take the necessary steps and measures to keep the Confidential Information confidential or (ii) its legal, financial, or other professional advisors, in each case subject to an obligation of confidentiality. FurtherThe receiving Party shall ensure that any Affiliates, Receiving Subcontractors, agents, advisors and any other third parties to whom Confidential Information is disclosed hereunder have signed an agreement with the same or similar confidentiality obligations as set forth herein or are otherwise bound by similar confidentiality obligations. The receiving Party will have the right to provide the Agreement, to is liable for any unauthorized disclosure or misappropriation of Confidential Information by any of its affiliatesAffiliates, Subcontractors, agents or advisors. The Receiving receiving Party shall notify will promptly report to the Disclosing disclosing Party any breaches in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach of this Section 1 confidentiality of which Receiving it is aware that may materially affect the disclosing Party becomes awareand specify the corrective action taken. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by NICO will not commingle the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance or Personal Information of Reinsureds with all applicable federal, state and local laws and regulationsany other personal or confidential information.

Obligations. The party receiving 2.1 In respect of the Confidential Information the Receiving Party shall: (“a) keep all Confidential Information in Receiving Party”) ’s possession and treat all Confidential Information as confidential regardless of when disclosed; (b) not use any Confidential Information in any way other than for the Purpose; (c) refrain from making or having made any duplication (in any form whatsoever) of the other Confidential Information except insofar as is necessary for the Purpose; (d) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party as may be applicable, and without first obtaining a Confidentiality Agreement from said third party in terms equivalent to the terms of this Agreement; and (“e) not use any of the Confidential Information in any way which would conflict with or be harmful to the interests of the Disclosing Party”; and (f) ensure that its officers, employees, contractors and agents who may have access to the Confidential Information are aware of and abide by the confidentiality provisions of this Agreement. 2.2 If the Receiving Party becomes aware of the possession, use or knowledge of the Confidential Information by any unauthorised party, then the Receiving Party must: (a) immediately inform the Disclosing Party; and (b) at the Disclosing Party’s request and expense, provide all assistance in relation to the unauthorised possession, use or knowledge as the Disclosing Party requires, unless such unauthorised possession, use or knowledge is the fault of the Receiving Party, in which case such assistance shall be at the Receiving Party’s expense. 2.3 If the Receiving Party is required by law to disclose any Confidential Information, it will exercise promptly notify the Disclosing Party and allow the Disclosing Party a reasonable time to oppose such process. 2.4 The burden of proof of showing that any Confidential Information is not subject to the obligations of confidentiality in this Agreement will rest on the Receiving Party. 2.5 Subject to retention of one copy for archival purposes only, at least the same degree of care with respect Disclosing Party’s written request, the Receiving Party will promptly, return to the Disclosing Party’s Confidential Information that , or destroy or erase, or procure the Receiving Party exercises to protect its own destruction or erasure of, any or all of the Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The party receiving Receiving Party agrees that it shall not, without the prior written consent of the Disclosing Party, directly or indirectly: (“Receiving Party”a) make any use, including but not limited to any research, commercial or potentially commercial use thereof, of any portion of the Confidential Information of the Disclosing Party for purposes other party than the Purpose; (“Disclosing Party”b) will exercise at least duplicate, disseminate, disclose or transfer any portion of the same degree of care with respect to the Disclosing Party’s Confidential Information to any person or entity, except that the Receiving Party exercises may disclose or permit the disclosure of Confidential Information to protect its own employees who are obligated to maintain the confidential nature of such Confidential InformationInformation pursuant to this Agreement and who need to know such Confidential Information for the performance of this Agreement (c) duplicate, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retaindisseminate, disclose or reproduce transfer any portion of the Disclosing Party’s Confidential Information solely to any other person or entity, including but not limited to a government agency, firm or business; or (d) make or use any notes or memoranda relating to any Confidential Information except for the extent necessary to enable Purpose. Notwithstanding the Receiving Party to fulfill its obligations under the Agreement. Furtherabove, the Receiving Party may disclose Confidential Information of the Disclosing Party when required by applicable laws or government regulations; provided, however, that the Receiving Party advises the Disclosing Party as far in advance of the need for such disclosure as practicable in order to enable the Disclosing Party to seek a protective order or other appropriate remedy. Upon the Disclosing Party’s Confidential Information to request, the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have use reasonable efforts to assist the right Disclosing Party to provide obtain assurances that confidential treatment will be accorded to the Agreement, Confidential Information disclosed pursuant to any of its affiliatesthis Section 3.3. The Receiving Party shall notify give the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements written notice of any breach or suspected breach of Confidential Information to be disclosed pursuant to this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇3.3.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The party receiving (“Each Receiving Party”) Party covenants and agrees that during the term of this Agreement and for a period of [***] thereafter: 6.1.1 It will hold all Confidential Information of the Disclosing Party in trust and in the strictest confidence and protect it in accordance with a standard of care that shall be no less than the care it uses to protect its own information of like importance but in no event with less than reasonable care. 6.1.2 It will not use any Confidential Information of the Disclosing Party or of any third party provided by the Disclosing Party for any purpose other than the sole purpose of performing its obligations under this Agreement. 6.1.3 It will not use, copy, or disclose, or permit any unauthorized person access to, any Confidential Information belonging to the Disclosing Party or any third party (“provided by Disclosing Party”) will exercise at least the same degree of care ; but, with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises to protect its own Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Furtherpermission, the Receiving Party may disclose the Disclosing Party’s copy Confidential Information to further the purpose of this Agreement so long as any existing confidentiality notices are included in such reproductions or, if no such notices are included, “Confidential” or some similar notice is stamped on the Confidential Information. 6.1.4 It may only disclose Confidential Information of the Disclosing Party or of any third party provided by Disclosing Party to its directors, officers and/or employees of Receiving Party who officers, employees, consultants and agents (“Representatives”) provided such Representatives (a) have a need to know and (b) are informed, directed and obligated by the Receiving Party to treat such Confidential Information in accordance with the obligations of this Agreement. Receiving Party shall be liable for any breach of an obligation hereunder by any of its Representatives. 6.1.5 All Confidential Information, including all tangible embodiments, copies, reproductions and summaries thereof, and any other information (and only materials provided by the Disclosing Party to the extent necessary) in order Receiving Party shall remain the sole and exclusive property of the Disclosing Party. 6.1.6 It shall immediately report to fulfill the purposes contemplated Disclosing Party any attempt by the Agreement (“Qualified Staff Persons”), provided that Receiving Party’s employees or any other person of which the Receiving Party has first informed such Qualified Staff Persons knowledge to use or disclose any portion of the obligations imposed by this Section Confidential Information without authorization from the Disclosing Party, and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify cooperate with the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use. 6.1.7 It will not reverse engineer any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications technology disclosed to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The Each party receiving acknowledges that it (the “Receiving Party”) Confidential Information of shall be provided with and exposed to information, materials, and Data that are confidential and proprietary to the other party (the “Disclosing Party”) ), including Documentation, confidential business information of the Disclosing Party, lists, and identities, password(s), or other identification or authentication devices (“Confidential Information”). 1. The Receiving Party will exercise hold Confidential Information it obtains in the strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care care, but no less than reasonable care, to avoid disclosure or use of Confidential Information as the Receiving Party employs with respect to its own Confidential Information of like importance. 2. The Receiving Party may disclose or provide Access to its workforce members, agents, and consultants who have a need-to-know and may make copies of Confidential Information only to the extent reasonably necessary to carry out its obligations hereunder. The Receiving Party currently has, and in the future will maintain in effect and enforce, rules and policies to protect against access to or use or disclosure of Confidential Information other than in accordance with this Agreement, including written instruction to or agreements with workforce members, agents, or consultants who are bound by an obligation of confidentiality no less restrictive than set forth in this Agreement. 3. The Receiving Party will: require its workforce members, agents, and consultants not to disclose Confidential Information to third parties without the Disclosing Party’s Confidential Information that prior written consent; will notify the Receiving Disclosing Party exercises immediately of any unauthorized disclosure or use; and will cooperate with the Disclosing Party to protect its own all confidentiality and proprietary rights in and ownership of Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify return all Confidential Information to the Disclosing Party, or destroy such information if return is not practical, retaining no copies, upon the termination of the CP’s Agreement. 4. Confidential Information will not include any information or material, or any element thereof, whether or not such information or material is Confidential Information for the purposes of this Agreement, to the extent any such information or material, or any element thereof: a) has previously become or is generally known, unless it has become generally known through a breach of this Agreement or a similar confidentiality or non-disclosure agreement, obligation, or duty;‌ b) was already rightfully known to the Receiving Party prior to being disclosed by or obtained from the Disclosing Party as evidenced by written records kept in writing promptly within 24 hours the ordinary course of business or no later than state, fed or regulatory requirements by proof of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any actual use by the Receiving Party; c) has been or is rightfully received by the Receiving Party from a Third Party (other than the Disclosing Party) without restriction or disclosure and without breach of a duty of confidentiality to the Disclosing Party; or‌ d) has been independently developed by the Receiving Party without access to Confidential Information of the Disclosing Party’s . It will be presumed that any Confidential Information shall in a Receiving Party’s possession is not within exceptions a), b) or c) above, and the burden will be in compliance with all applicable federal, state upon the Receiving Party to prove otherwise by records and local laws and regulationsdocumentation.

Obligations. The Confidential Information shall be used by the receiving party, its affiliates, and their employees only for purposes of performing the receiving party’s obligations hereunder. Each party receiving (“Receiving Party”) agrees that it will not reveal, publish or otherwise disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party, except for the receiving party’s respective affiliates, officers, directors, representatives, agents, employees, independent contractors, consultants, firms or outside attorneys (“Disclosing PartyRepresentatives”) will exercise at least the same degree of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises to protect its own Confidential Information, but in no event shall the Receiving Party use less than reasonable careas provided below. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Further, the Receiving Party receiving party may disclose the Disclosing Partydisclosing party’s Confidential Information to the directors, officers and/or employees of Receiving Party its Representatives who have a need to know such information (and only to Confidential Information in connection with the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”)Services or potential services, provided that Receiving Party has first informed such Qualified Staff Persons each of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, foregoing must be sent subject to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by written confidentiality obligations covering the Receiving Party of the Disclosing Partydisclosing party’s Confidential Information to the same or greater extent as the receiving party is obligated by this Agreement, and that the receiving party remains responsible for all disclosures made to and by its Representatives. These obligations of confidentiality and nondisclosure shall be remain in compliance with all effect for a period of five years after the completion or termination of this Agreement or the applicable federalWork Order, state and local laws and regulationswhichever is later. Neither Party shall modify, enhance, compile or assemble (or reverse compile or disassemble), or reverse engineer Confidential Information of the other or anything containing or embodying such Confidential Information. Neither Party shall use any Confidential Information of the other Party or the concepts therein for its own benefit or for the benefit of a third party or for any purpose other than for evaluating a possible business relationship. Neither Party shall remove any proprietary legends or notices, including copyright notices, appearing on or in the Confidential Information.

Obligations. The party receiving (“Receiving Party”) Each Party acknowledges that it may receive Confidential Information of the other party (“Disclosing Party”) will exercise at least Party in the same degree performance of care this Agreement. Each Party shall safeguard and hold such information received by it from the other Party in confidence by using such reasonable precautions as it normally takes with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises to protect its own Confidential Informationconfidential and proprietary information, but in no event shall the Receiving Party use less than a reasonable degree of care. The Receiving , and each Party will only use, collect, retain, disclose or reproduce shall limit disclosure of the Disclosing furnishing Party’s information to those employees and consultants of the receiving Party and its Affiliates who are informed of and understand the confidential nature thereof and are bound by non-disclosure and non-use obligations no less restrictive than those set forth in this Agreement. To the extent that such employees or consultants take an action, or fail to take an action, that would constitute a breach of such confidentiality or non-use obligations by such employee or contractor (as if such employee or contractor were a party to this Agreement), it will constitute a breach of such obligations as if a Party had taken, or failed to take, such action itself. Each receiving Party shall not, directly or indirectly, disclose, publish or use for the benefit of any Third Party or itself, except in exercising its rights and carrying out its duties hereunder or as otherwise provided in this Section 10, any Confidential Information solely of the other Party, without first having obtained the furnishing Party’s prior written consent to such disclosure or use. This restriction shall not apply to any information within the following categories: (i) information that is known to the receiving Party or its Affiliates prior to the time of disclosure to it, to the extent necessary evidenced by written records or other competent proof; (ii) information that is independently developed by employees, agents, or independent contractors of the receiving Party or its Affiliates without reference to enable or reliance upon the Receiving Party to fulfill its obligations under information furnished by the Agreement. Furtherdisclosing Party, the Receiving Party may disclose the Disclosing Party’s Confidential Information as evidenced by written records or other competent proof; (iii) information disclosed at any time to the directors, officers and/or employees of Receiving receiving Party who have or its Affiliates by a need Third Party that has a right to know make such disclosure; or (iv) any other information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons is or becomes part of the obligations imposed by this Section and remains liable at all times for the acts public domain through no fault or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by the Receiving Party negligence of the Disclosing receiving Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The party receiving Each Party may have access to information that is confidential to the other Party. As used herein, "Confidential Information" means all confidential and proprietary information of a Party (“"Disclosing Party") disclosed to the other Party ("Receiving Party”) "), whether orally or in writing, that is clearly identified as confidential as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential, including but not limited to: the terms and conditions of this Agreement (including the Guide and any Joint Marketing Plans), the Carta Services, Carta APIs, API Documentation, Partner Applications, business and marketing plans; technology and technical information; information relating to the security of Carta Services such as account credentials, results of security reviews, and vulnerabilities (which is Confidential Information of Carta); and product designs, trade secrets and business processes. A Party's Confidential Information will not include information that (i) is or becomes a part of the public domain through no act or omission of the other party Party; (“Disclosing ii) was in the other Party”) will exercise at least 's lawful possession prior to the same degree of care with respect to disclosure and had not been obtained by the other Party either directly or indirectly from the Disclosing Party’s ; (iii) is lawfully disclosed to the other Party by a third party without restriction on disclosure; or (iv) is independently developed by the other Party without use of or reference to the other Party's Confidential Information. The Parties agree to use all reasonable care to prevent disclosure of the other Party's Confidential Information that to any third party. Notwithstanding the Receiving foregoing, either Party exercises to protect its own Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, may disclose or reproduce the Disclosing Party’s Confidential Information to its employees, consultants, and other third-party providers solely to the extent necessary to enable the Receiving Party to fulfill exercise its rights or obligations under the Agreement. Further, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the this Agreement (“Qualified Staff Persons”including the Guide and any Joint Marketing Plans), provided that Receiving the Party has first informed a non-disclosure agreement in place with such Qualified Staff Persons of the obligations imposed by third-party provider that protects such Confidential Information against disclosure in a manner no less protective than this Section Agreement and provided that each Party remains liable at all times responsible for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company8 by such providers, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by the Receiving Party of the Disclosing as if they were that Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulationsown employees.

Obligations. The party receiving Each Party (the “Receiving Party”) acknowledges that in connection with this Agreement it may gain access to Confidential Information of the other party Party (the “Disclosing Party”). As a condition to being provided with Confidential Information, during the Term and for [***] thereafter, the Receiving Party shall: ​ (a) will exercise at least the same degree of care with respect to not use the Disclosing Party’s Confidential Information that the Receiving Party exercises other than as strictly necessary to protect exercise its own Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce rights and perform its obligations under this Agreement; and (b) maintain the Disclosing Party’s Confidential Information solely in strict confidence and, subject to Section 9.2, not disclose the extent necessary to enable Disclosing Party’s Confidential Information without the Receiving Party to fulfill its obligations under the Agreement. FurtherDisclosing Party’s prior written consent, provided, however, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party its Representatives who (i) have a need to know such information the Confidential Information for purposes of the Receiving Party’s performance, or exercise of its rights concerning the Confidential Information, under this Agreement, (ii) have been apprised of this restriction, (iii) are themselves bound by written nondisclosure agreements at least as restrictive as those set forth in Section 9.1 and only (iv) are not employees or consultants of competitors of the Disclosing Party (i.e., companies with products competitive with the CytoSorb Products or FMC Platform, as applicable, with respect to CytoSorbents as the extent necessary) in order Disclosing Party, the companies listed on Schedule 9.1, which may be amended by written notice from CytoSorbents from time to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”time), provided further that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than statebe responsible for ensuring its Representatives’ compliance with, fed or regulatory requirements of and shall be liable for any breach or suspected breach by its Representatives of, Section 9.1. ​ ​ Certain confidential information contained in this document has been omitted pursuant to Item 601(b)(10)(iv) of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by the Receiving Party of Regulation S-K. ​ (c) safeguard the Disclosing Party’s Confidential Information shall be from use or disclosure other than as permitted hereby using measures at least as protective as the efforts it uses for its own Confidential Information (but in compliance with all applicable federal, state and local laws and regulations.no case less than reasonable care). ​

Obligations. The Parties acknowledge and agree that all proprietary or nonpublic information disclosed by one Party (the "Disclosing Party") to the other party receiving (“the "Receiving Party”") in connection with this Agreement, directly or indirectly, which information is (a) marked as "proprietary" or "confidential" or, if disclosed orally, is designated as confidential or proprietary at the time of disclosure and reduced in writing or other tangible (including electronic) form that includes a prominent confidentiality notice and delivered to the Receiving Party within thirty (30) days of disclosure, or (b) provided under circumstances reasonably indicating that it constitutes confidential and proprietary information, constitutes the confidential and proprietary information of the Disclosing Party ("Confidential Information"). For the avoidance of doubt, any development plans of a Party submitted to the R&D Committee pursuant to Section 4.1 will constitute Confidential Information of the other submitting Party. The Receiving Party may disclose Confidential Information only to those employees who have a need to know such Confidential Information and who are bound to retain the confidentiality thereof under provisions (including, without limitation, provisions relating to nonuse and nondisclosure) no less restrictive than those required by the Receiving Party for its own confidential information. The Receiving Party shall, and shall cause its employees to, retain in confidence and not disclose to any third party (“including any of its sub-contractors) any Confidential Information without the Disclosing Party”) will 's express prior written consent, and the Receiving Party shall not use such Confidential Information except to exercise the rights and perform its obligations under this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same procedures and degree of care with respect to the Disclosing Party’s Confidential Information that the Receiving Party exercises which it uses to protect its own Confidential Informationconfidential information of like importance, but and in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only useshall be fully responsible for compliance by its employees with the foregoing, collect, retain, disclose and any act or reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to enable omission of an employee of the Receiving Party to fulfill its obligations under the Agreement. Further, shall constitute an act or omission of the Receiving Party may disclose the Disclosing Party’s . The confidentiality obligations set forth in this Section 9.1 shall apply and continue, with regard to all Confidential Information to disclosed hereunder, during the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach or suspected breach term of this Section 1 Agreement and for a period of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇five (5) years from the date of termination of this Agreement.▇▇▇. Any use by the Receiving Party of the Disclosing Party’s Confidential Information shall be in compliance with all applicable federal, state and local laws and regulations.

Obligations. The party receiving (“Neither the Receiving Party”) Party nor its Representatives shall copy, store or reproduce, in any manner, any Confidential Information of the other party (“Disclosing Party”) will exercise at least the same degree of care with respect to disclosed by the Disclosing Party’s , beyond that necessary for the Purpose. The Receiving Party agrees that it and its Representatives will hold the Confidential Information in confidence and will not disclose same to any third Party, and will limit disclosure of the Confidential Information only to: (a) its Representatives who need to know the Confidential Information for the Purpose, provided that all such Representatives are bound by a written confidentiality Agreement containing substantially the same terms as this Agreement, and provided further that the Receiving Party exercises shall be liable for any act or omission of its Representatives that would constitute a breach of this Agreement if such Representative were Party hereto; and (b) as required by law (c) Prior to protect its own Confidential Information, but in no event shall the Receiving Party use less than reasonable care. The Receiving Party will only use, collect, retain, disclose or reproduce the Disclosing Party’s any disclosure of Confidential Information solely to the extent necessary to enable the Receiving Party to fulfill its obligations under the Agreement. Furtherrequired by law, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the directors, officers and/or employees of Receiving Party who have a need to know such information (and only to the extent necessary) in order to fulfill the purposes contemplated by the Agreement (“Qualified Staff Persons”), provided that Receiving Party has first informed such Qualified Staff Persons of the obligations imposed by this Section and remains liable at all times for the acts or omissions of its Qualified Staff Persons. Further, Receiving Party will have the right to provide the Agreement, to any of its affiliates. The Receiving Party shall notify the Disclosing Party in writing promptly within 24 hours or no later than state, fed or regulatory requirements of any breach actual or suspected breach threatened obligation of this Section 1 of which Receiving Party becomes aware. Notifications to Insurance Company, must be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Any use by the Receiving Party of disclosure promptly upon receiving actual knowledge thereof and cooperate with the Disclosing Party’s Confidential Information reasonable, lawful efforts to resist, limit or delay disclosure. Furthermore, each Party agrees that it will take all appropriate action to satisfy its obligations under this Agreement. Each Party shall use no less than reasonable care to satisfy its obligations under this Agreement. If the Receiving Party breaches any of its obligations set out in this Article 5, it shall pay to the Disclosing Party a contractual penalty in the amount of EUR 30,000 for each individual breach. Right to claim damages exceeding the amount of the contractual penalty is not affected by the payment of the penalty. The Receiving Party shall pay the contractual penalty within fifteen (15) business days from receipt of a written notice by the Disclosing Party, describing and evidencing such breach. The payment shall be made in compliance with all applicable federal, state and local laws and regulationsfavor of the Disclosing Party ´s bank account specified in the notice.