Common use of Permitted Disclosure of Confidential Business Information Clause in Contracts

Permitted Disclosure of Confidential Business Information. Either Member may disclose Business Information that is Confidential Information: (a) to a Member’s officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such Member’s performance of its obligations under this Agreement; (b) to any party to whom the disclosing Member contemplates a Transfer of all or any part of its Ownership Interest, for the sole purpose of evaluating the proposed Transfer; (c) to any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing Member; or (d) to a third party with whom the disclosing Member contemplates any independent business activity or operation. The Member disclosing Confidential Information pursuant to this Section 13.3, shall disclose such Confidential Information to only those parties that have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties is permitted under this Section 13.3 and that have agreed in writing supplied to, and enforceable by, the other Member to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Article XIII. Such writing shall not preclude parties described in Subsection 13.3(b) from discussing and completing a Transfer with the other Member. The Member disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties in violation of this Agreement and such other writing.

Permitted Disclosure of Confidential Business Information. Either Member may disclose Business Information that is Confidential Information: : (a) to To a Member’s officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such Member’s performance of its obligations under this Agreement; ; (b) to To any party to whom the disclosing Member contemplates a Transfer of all or any part of its Ownership Interest, for the sole purpose of evaluating the proposed Transfer; ; (c) to To any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing Member; or or (d) to a third party with whom the disclosing Member contemplates any independent business activity or operation. The Member disclosing Confidential Information pursuant to this Section 13.325.3, shall disclose such Confidential Information to only those parties that have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties is permitted under this Section 13.3 25.3 and that have agreed in writing supplied to, and enforceable by, the other Member to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Article XIIIXXII. Such writing shall not preclude parties described in Subsection 13.3(b25.3(b) from discussing and completing a Transfer with the other Member. The Member disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties in violation of this Agreement and such other writing.

Permitted Disclosure of Confidential Business Information. Either A Member may disclose Business Information that is Confidential Information: Information (ai) to a Member’s its officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or and advisors, for the sole purpose of such Member’s 's performance of its obligations under this the Agreement; , (bii) to any party to whom the disclosing Member contemplates a Transfer of all or any part of its Ownership Interest, for the sole purpose of evaluating enabling that party to evaluate the proposed Transfer; , (ciii) to any actual or potential lenderlenders, underwriter underwriters, investment bankers or investor investors, for the sole purpose of evaluating enabling such parties to evaluate whether to make a loan to or investment in the disclosing Member; , or (div) to a third party with whom the disclosing Member contemplates any independent business activity or operation. The Member disclosing Confidential Information pursuant to this Section 13.3, 13.3 shall disclose such Confidential Information the same only to only those parties that (i) have a bona fide need to have access to know such Confidential Information for the a purpose for which disclosure to such parties is permitted under this Section 13.3 and that (ii) have agreed in a writing supplied to, delivered to and enforceable by, by the other Member to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and otherwise to otherwise be bound by the provisions of this Article XIII. Such writing shall not preclude parties described in Subsection 13.3(b) this second paragraph of this Section 13.3 from discussing and completing a Transfer transaction with the other Member. The Member disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such third parties in violation of this the Agreement and or such other writing.

Permitted Disclosure of Confidential Business Information. Either Member Party may disclose Business Information that is Confidential Information: : (a) to a Member’s Party's officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such Member’s Party's performance of its obligations under this Agreement; ; (b) to any party to whom the disclosing Member Party contemplates a Transfer of all or any part of its Ownership Interestinterests in this Agreement and the Mining Claims, for the sole purpose of evaluating the proposed Transfer; ; (c) to any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing MemberParty; or or (d) to a third party with whom the disclosing Member Party contemplates any independent business activity merger or operationsimilar transaction. The Member Party disclosing Confidential Information pursuant to this Section 13.35.2, shall disclose such Confidential Information to only those parties that who have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties is permitted under this Section 13.3 5.2 and that who have agreed in writing supplied to, and enforceable by, the other Member Party to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Article XIIISection 5.2. Such writing shall not preclude parties Parties described in Subsection 13.3(b) Section 5.2 from discussing and completing a Transfer with the other MemberParty. The Member Party disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties in violation of this Agreement and such other writing.

Permitted Disclosure of Confidential Business Information. Either Member may disclose Business Information that is Confidential Information: (a1) to a Member’s officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such Member’s performance of its obligations under this Agreement; (b2) to any party to whom the disclosing Member contemplates a Transfer of all or any part of its Ownership Interest, for the sole purpose of evaluating the proposed Transfer; (c3) to any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing Member; or (d4) to a third party with whom the disclosing Member contemplates any independent business activity or operation. The Member disclosing Confidential Information pursuant to this Section 13.3, shall disclose such Confidential Information to only those parties that have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties is permitted under this Section 13.3 and that have agreed in writing supplied to, and enforceable by, the other Member to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Article XIIISection 13. Such writing shall not preclude parties described in Subsection 13.3(b) Section 13.3.2 from discussing and completing a Transfer with the other Member. The Member disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties in violation of this Agreement and such other writing.

Permitted Disclosure of Confidential Business Information. Either Member may disclose Business Information that is Confidential Information: (a) to a Member’s Members officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such Member’s Members performance of its obligations under this Agreement; (b) to any party to whom the disclosing Member contemplates a Transfer of all or any part of its Ownership Interest, for the sole purpose of evaluating the proposed Transfer; (c) to any actual or potential lender, underwriter or investor for the sole purpose of not later than thirty (30) days evaluating whether to make a loan to or investment in the disclosing Member; or (d) to a third party with whom the disclosing Member contemplates any independent business activity or operation. The Member disclosing Confidential Information pursuant to this Section 13.3, shall disclose such Confidential Information to only those parties that have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties is permitted under this Section 13.3 and that have agreed in writing supplied to, and enforceable by, the other Member to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Article XIII. Such writing shall not preclude parties described in Subsection 13.3(b) from discussing and completing a Transfer with the other Member. The Member disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties in violation of this Agreement and such other writing.

Permitted Disclosure of Confidential Business Information. Either Member Party may disclose Business Information that is Confidential Information: Information (ai) to a MemberParty’s managers, members, officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such MemberParty’s performance of its obligations under this Agreement; , (bii) to any party bona fide potential transferee to whom the disclosing Member Party contemplates a Transfer of all or any part of its Ownership Participating Interest, for the sole purpose of evaluating the proposed Transfer; , (ciii) to any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing Member; Party, or (div) to a third party with whom the disclosing Member Party contemplates any independent business activity or operation. The Member Party disclosing Confidential Information pursuant to this Section 13.3, shall disclose such Confidential Information only to only those parties that who have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties is permitted under this Section 13.3 and that who have agreed in writing supplied to, and enforceable by, the other Member Party to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and otherwise to otherwise be bound by the provisions of this Article XIIISection 13. Such writing shall not preclude parties described in Subsection 13.3(bSection 13.3(ii) from discussing and completing a Transfer with the other MemberParty. The Member Party disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties in violation of this Agreement and such other writing.

Permitted Disclosure of Confidential Business Information. Either Member may disclose Business Information that is Confidential Information: (a) to a Member’s officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such Member’s performance of its obligations under this Agreement; (b) to any party to whom the disclosing Member contemplates a Transfer of all or any part of its Ownership Interest, for the sole purpose of evaluating the proposed Transfer; (c) to any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing Member; or (d) to a third party with whom the disclosing Member contemplates any independent business activity or operation. The Member disclosing Confidential Information pursuant to this Section 13.3, 12.3 shall disclose such Confidential Information to only those parties that have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties is permitted under this Section 13.3 12.3 and that have agreed in writing supplied to, and enforceable by, the other Member to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Article XIIIXII. Such writing shall not preclude parties described in Subsection 13.3(b) Section 3.6 from discussing and completing a Transfer with the other Member. The Member disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties in violation of this Agreement and such other writing.

Permitted Disclosure of Confidential Business Information. Either Member may disclose Business Information that is Confidential Information: (al) to a Member’s 's officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such Member’s 's performance of its obligations under this Agreement; (b2) to any party to whom the disclosing Member contemplates a Transfer of all or any part of its Ownership Interest, for the sole purpose of evaluating the proposed Transfer; (c3) to any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing Member; or (d4) to a third party with whom the disclosing Member contemplates any independent business activity or operation. The Member disclosing Confidential Information pursuant to this Section 13.3, shall disclose such Confidential Information to only those parties that have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties is permitted under this Section 13.3 and that have agreed in writing supplied to, and enforceable by, the other Member to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Article XIIISection 13. Such writing shall not preclude parties described in Subsection 13.3(b) Section 13.3.2 from discussing and completing a Transfer with the other Member. The Member disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties in violation of this Agreement and such other writing.

Permitted Disclosure of Confidential Business Information. Either Member may disclose Business Information that is Confidential Information: (a) to a Member’s 's officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such Member’s 's performance of its obligations under this Agreement; (b) to any party to whom the disclosing Member contemplates a Transfer of all or any part of its Ownership Interest, for the sole purpose of evaluating the proposed Transfer; (c) to any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing Member; or (d) to a third party with whom the disclosing Member contemplates any independent business activity or operation. The Member disclosing Confidential Information pursuant to this Section 13.3, shall disclose such Confidential Information to only those parties that have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties is permitted under this Section 13.3 and that have agreed in writing supplied to, and enforceable by, the other Member to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Article XIII. Such writing shall not preclude parties described in Subsection 13.3(b) from discussing and completing a Transfer with the other Member. The Member disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties in violation of this Agreement and such other writing.

Permitted Disclosure of Confidential Business Information. (a) Either Member Participant may disclose Business Information that is Confidential Information: (ai) to a Member’s Participant's officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, advisors for the sole purpose of such Member’s Participant's performance of its obligations under this Agreement; (bii) to any party Person to whom the disclosing Member Participant contemplates a Transfer of all or any part of its Ownership Interest, Participating Interest for the sole purpose of evaluating the proposed Transfer; , (ciii) to any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing MemberParticipant; or (div) to a third party any other Person with whom the disclosing Member Participant contemplates any independent business activity or operation. . (b) The Member Participant disclosing Confidential Information pursuant to this Section 13.3, 17.2(a) shall disclose such Confidential Information only to only those parties that Persons who have a bona fide need to have access to such Confidential Information for the purpose for which the disclosure to such parties Persons is permitted under this Section 13.3 17.2(a) and, in the case of Persons to whom disclosure is made in accordance with Sections 17.2(a)(ii), (iii) and (iv), who have entered into a non-disclosure agreement in favour of both Participants, that have agreed in writing supplied tois enforceable by either Participant, and enforceable by, the other Member to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Article XIII. Such writing shall not preclude parties described in Subsection 13.3(b) from discussing and completing a Transfer with the other Member17. The Member Participant disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties any Person in violation of this Agreement and such any other writingagreements contemplated by this Section 17.2(b).

Permitted Disclosure of Confidential Business Information. Either Member Party may disclose Business Information that is Confidential Information: : (a) to a MemberParty’s officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such MemberParty’s performance of its obligations under this Agreement; ; (b) to any party to whom the disclosing Member Party contemplates a Transfer of all or any part of its Ownership Interestinterests in this Agreement and the Mineral Rights, for the sole purpose of evaluating the proposed Transfer; ; (c) to any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing MemberParty; or or (d) to a third party with whom the disclosing Member Party contemplates any independent business activity merger or operationsimilar transaction. The Member Party disclosing Confidential Information pursuant to this Section 13.39.2, shall disclose such Confidential Information to only those parties that who have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties is permitted under this Section 13.3 9.2 and that who have agreed in writing supplied to, and enforceable by, the other Member Party to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Article XIIISection 9.2. Such writing shall not preclude parties Parties described in Subsection 13.3(b) Section 9.2 from discussing and completing a Transfer with the other MemberParty. The Member Party disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties in violation of this Agreement and such other writing.

Permitted Disclosure of Confidential Business Information. Either Any Member may disclose Business Information that is Confidential Information: (a) to a Member’s 's officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such Member’s 's performance of its obligations under this Agreement; (b) to any party to whom the disclosing Member contemplates a Transfer of all or any part of its Ownership Interest, for the sole purpose of evaluating the proposed Transfer; (c) to any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing Member; or (d) to a third party with whom the disclosing Member contemplates any independent business activity or operation. The Member disclosing Confidential Information pursuant to this Section 13.313.2, shall disclose make such Confidential Information reasonably accessible to only those parties that have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties is permitted under this Section 13.3 13.2 and that have agreed in writing supplied entered into a confidentiality agreement with, and if form and substance satisfactory to, and enforceable bythe Manager, the Company and the other Member Members to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Article XIII. Such writing shall not preclude parties described in Subsection 13.3(b) from discussing and completing a Transfer with the other Memberpurpose. The Member disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties in violation of this Agreement and such other writingconfidential agreement.

Permitted Disclosure of Confidential Business Information. Either Member may disclose Business Information that is Confidential Information: (a) to a Member’s officers, directors, partners, members, managers, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such Member’s performance of its obligations under this Agreement; (b) to any party to whom the disclosing Member contemplates a Transfer of all or any part of its Ownership Membership Interest, for the sole purpose of evaluating the proposed Transfer; (c) to any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing Member; or (d) to a third party with whom the disclosing Member contemplates any independent business activity or operation. The Member disclosing Confidential Information pursuant to this Section 13.3, 17.3 shall disclose such Confidential Information to only those parties that persons or entities who have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties persons or entities is permitted under this Section 13.3 17.3 and that who have agreed in writing supplied towriting, and enforceable by, by the other Member Member, to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Article XIIIXVII. Such writing shall not preclude parties described in Subsection 13.3(b17.3(b) from discussing and completing a Transfer with the other Member. The Member disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties persons or entities in violation of this Agreement and such other writing.

Permitted Disclosure of Confidential Business Information. Either Member may disclose Business Information that is Confidential Information: (a) to a Member’s 's officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such Member’s 's performance of its obligations under this Agreement; (b) to any party to whom the disclosing Member contemplates a Transfer of all or any part of its Ownership Interest, for the sole purpose of evaluating the proposed Transfer; (c) to any actual or potential lender, underwriter or investor for the sole purpose of not later than thirty (30) days evaluating whether to make a loan to or investment in the disclosing Member; or (d) to a third party with whom the disclosing Member contemplates any independent business activity or operation. The Member disclosing Confidential Information pursuant to this Section 13.3, shall disclose such Confidential Information to only those parties that have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties is permitted under this Section 13.3 and that have agreed in writing supplied to, and enforceable by, the other Member to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Article XIII. Such writing shall not preclude parties described in Subsection 13.3(b) from discussing and completing a Transfer with the other Member. The Member disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties in violation of this Agreement and such other writing.