Common use of Proprietary Information; Confidentiality Clause in Contracts

Proprietary Information; Confidentiality. 24.01 During the course of performance under this Agreement, a Party (the “Owner”) or its Representative may make available to the other Party (the “Recipient”) or its Representative certain materials such as manuals, contract owner lists, data files and the data contained therein, systems, forms, methods, processes, and procedures and other information or data (collectively “Proprietary Information”) which are proprietary or trade secret in nature. Information known in the public domain, or which is or was publicly disclosed to Recipient by any Party not under a duty to retain such information as confidential, shall not constitute Proprietary Information. 24.02 Each Party acknowledges that all Proprietary Information is offered for the sole purpose of facilitating the rendering of services under this Agreement. Further, each Party agrees that the Owner is deemed to be the sole owner of such Proprietary Information. 24.03 The Parties shall hold all Proprietary Information in trust and confidence and shall use Proprietary Information only for purposes of this Agreement. Unless required by law or regulation (including in connection with any judicial or administrative proceeding(s)), neither Party shall disclose any Proprietary Information without the express written consent of the other Party. Notwithstanding the foregoing, the Parties may disclose Proprietary Information to their Representatives who need to know such Proprietary Information to carry out the purposes for which it was disclosed (it being understood that the Party disclosing the Proprietary Information shall inform its Representatives of the confidential nature of the Proprietary Information, shall cause such Representatives to observe the terms of this Agreement and shall be liable for any breach of this Agreement by itself or any of its Representatives). Xxxxxxx Resolution Life and Annuity Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 33 24.04 In the event a Party or its Representative breaches this obligation, the Owner shall have all rights and remedies available under law and equity, including the right to protect its Proprietary Information by injunction, without proving economic loss, which the Parties acknowledge and concede is appropriate and necessary to protect the value of the Owner’s Proprietary Information. 24.05 Notwithstanding anything herein to the contrary, except as reasonably necessary to comply with applicable securities laws, each Party to this Agreement (and each Representative of such Party) may consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of the transaction (the “Tax Treatment”), and disclose to any and all persons, without limitation of any kind, the Tax Treatment and all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to the Tax Treatment. The permission to disclose the Tax Treatment is limited to any facts relevant to the Tax Treatment and does not include information relating to the identity of the Parties. 24.06 In the event either Party is served with a subpoena, request for production of documents or other legal process with respect to Proprietary Information, such Party shall immediately notify and send a copy of such subpoena or legal process to the other Party so that the other Party may determine whether any of its Proprietary Information may be included in the data required to be produced. Such other Party may, at its own expense, take such legal action as it deems necessary to preserve the confidentiality of its Proprietary Information or may waive its rights to do so. 24.07 To the extent possible, Proprietary Information shall be promptly destroyed by the Recipient upon the termination of this Agreement or, with respect to any particular data files and data, on such earlier date that the same are no longer required by Recipient in order to render services hereunder. Notwithstanding the foregoing, the Recipient will not be obligated to destroy any Proprietary Information that is retained for back-up or archiving purposes, in accordance with a document retention policy, or that the Recipient, in the opinion of counsel, is legally compelled to keep and store. 24.08 The Parties shall notify each other immediately and in writing of all circumstances surrounding any access to or possession of Proprietary Information by any person other than persons authorized by this Agreement. 24.09 This Article shall survive the termination of this Agreement.

Proprietary Information; Confidentiality. 24.01 During 19.1 Customer may transmit to ALLTEL and ALLTEL may receive from Customer, certain Customer Confidential Proprietary Information relating to but not limited to Customer's Service Accounts, marketing techniques, or business. ALLTEL may transmit to Customer, and Customer may receive from ALLTEL certain ALLTEL Confidential Proprietary Information including but not limited to ALLTEL Service, Facilities, equipment, business, or rates. Confidential Proprietary Information means any information and documentation marked or labeled as "Confidential", together with other information and documentation intended by the course disclosing party to be confidential, including, without limitation, revenue reports, names of performance under Authorized Users, billing and usage information, and the terms and conditions of this Agreement. 19.2 The receiving party shall maintain the confidentiality of the disclosing party's Confidential Proprietary Information furnished in oral, visual, written and/or other tangible form and shall not disclose such information to any third party, except as authorized by the disclosing party in writing. 19.3 The receiving party agrees to restrict disclosure of the disclosing party's Confidential Proprietary Information to its employees or consultants who have a Party "need to know". The receiving party agrees that such Confidential Proprietary Information shall be handled with the same degree of care which the receiving party applies to its own similar confidential information (but in no event less than reasonable care). 19.4 The receiving party agrees to take precautions necessary and appropriate to guard the “Owner”) or confidentiality of the disclosing party's Confidential Proprietary Information including informing its Representative may make available to the other Party (the “Recipient”) or its Representative certain materials such as manualsemployees, contract owner listsagents, data files and the data contained therein, systems, forms, methods, processesattorneys, and procedures representatives who handle such information that it is confidential and other information or data (collectively “Proprietary Information”) which are proprietary or trade secret in nature. Information known in the public domain, or which is or was publicly not to be disclosed to Recipient any third party, except as authorized by any Party not under a duty to retain such information as confidential, shall not constitute Proprietary Informationthe disclosing party in writing. 24.02 Each Party acknowledges 19.5 The receiving party agrees that all the disclosing party's Confidential Proprietary Information is offered for and shall at all times remain the sole purpose property of facilitating the rendering disclosing party, except in the event of services under this Agreementuncured default by Customer, ALLTEL reserves the right to access Customer's Authorized User information solely to provide continuity of Service to the End User. Further, each Party agrees that the Owner is deemed to be the sole owner No use of such Proprietary InformationInformation is permitted except as otherwise provided herein and no grant under any of the disclosing party's intellectual property rights is hereby given or intended including any license implied or otherwise. 24.03 19.6 The Parties shall hold all Proprietary Information in trust and confidence and shall receiving party agrees to use the disclosing party's Confidential Proprietary Information only for purposes of fulfilling its obligations under this Agreement. Unless required by law or regulation (including in connection with any judicial or administrative proceeding(s)), neither Party shall disclose any . 19.7 The parties agree to exclude from the provisions of this Agreement and the obligations of confidentiality: Confidential Proprietary Information which the receiving party already had in its possession without confidential limitation at the express written consent time of disclosure by the disclosing party; information which is independently developed by the receiving party without breach of this Agreement; information known or that becomes known to the general public without breach of the Agreement by the receiving party; and information that is received rightfully without confidential limitation by the receiving party from a third party and information that is disclosed pursuant to lawful process or applicable regulatory authority. 19.8 Upon termination of this Agreement, all Confidential Proprietary Information transmitted to the receiving party by the disclosing party in record bearing media or other Partytangible form, and any copies thereof made by the receiving party shall be destroyed and destruction verified in writing by an officer of the receiving party or, at the disclosing party's written request, returned to the disclosing party, except that the receiving party shall be entitled to retain a secure copy of the disclosing party's Confidential Proprietary Information for archival purposes. The receiving party's obligations under this Agreement to keep confidential and restrict use of the disclosing party's Confidential Proprietary Information shall survive such completion or termination of the Agreement for a period of three (3) years, provided, however, that such obligation shall continue indefinitely as to any Confidential Proprietary Information constituting a trade secret. 19.9 Notwithstanding the foregoing, the Parties may disclose Proprietary Information parties hereto agree to their Representatives who need adhere to know such Proprietary Information to carry out the purposes for which it was disclosed (it being understood that the Party disclosing the Proprietary Information shall inform its Representatives Section 222 of the confidential nature Communications Act of 1934 as amended and Section 64.2001-64.2009, as such may from time to time be amended, of the Proprietary Information, shall cause such Representatives to observe the terms of this Agreement Rules and shall be liable for any breach of this Agreement by itself or any of its Representatives). Xxxxxxx Resolution Life and Annuity Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 33 24.04 In the event a Party or its Representative breaches this obligation, the Owner shall have all rights and remedies available under law and equity, including the right to protect its Proprietary Information by injunction, without proving economic loss, which the Parties acknowledge and concede is appropriate and necessary to protect the value Regulations of the Owner’s Proprietary Information. 24.05 Notwithstanding anything herein to the contrary, except as reasonably necessary to comply with applicable securities laws, each Party to this Agreement (and each Representative of such Party) may consult any tax advisor Federal Communications Commission regarding the U.S. federal income tax treatment or tax structure of the transaction (the “Tax Treatment”)access to, and disclose to any distribution of, Customer Proprietary Network Information and all persons, without limitation of any kind, the Tax Treatment and all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to the Tax Treatment. The permission to disclose the Tax Treatment is limited to any facts relevant to the Tax Treatment and does not include information relating to the identity of the Partiesconfidential subscriber information. 24.06 In the event either Party is served with a subpoena, request for production of documents or other legal process with respect to Proprietary Information, such Party shall immediately notify and send a copy of such subpoena or legal process to the other Party so that the other Party may determine whether any of its Proprietary Information may be included in the data required to be produced. Such other Party may, at its own expense, take such legal action as it deems necessary to preserve the confidentiality of its Proprietary Information or may waive its rights to do so. 24.07 To the extent possible, Proprietary Information shall be promptly destroyed by the Recipient upon the termination of this Agreement or, with respect to any particular data files and data, on such earlier date that the same are no longer required by Recipient in order to render services hereunder. Notwithstanding the foregoing, the Recipient will not be obligated to destroy any Proprietary Information that is retained for back-up or archiving purposes, in accordance with a document retention policy, or that the Recipient, in the opinion of counsel, is legally compelled to keep and store. 24.08 The Parties shall notify each other immediately and in writing of all circumstances surrounding any access to or possession of Proprietary Information by any person other than persons authorized by this Agreement. 24.09 This Article shall survive the termination of this Agreement.

Proprietary Information; Confidentiality. 24.01 During the course of performance under this Agreement, a Party (the “"Owner”") or its Representative agent may make available to the other Party (the “"Recipient”") or its Representative agent certain technical materials such as manuals, contract owner lists, data files and the data contained therein, systems, forms, methods, processes, and procedures and other information or data (collectively “"Proprietary Information”") which are is proprietary or trade secret in nature. Information , except that information which was previously known in the public domainto Recipient, or which is or was publicly disclosed to Recipient by any Party not under a duty to retain such information as confidential, shall not constitute Proprietary Information. In addition, Proprietary Information shall be deemed to include the terms of this Agreement and the Trust Agreement for which each Party shall have all enforcement and other rights and remedies of the "Owner" under this Article 24. 24.02 Each Party acknowledges that all such Proprietary Information is offered for the sole purpose of facilitating the rendering of services performing its obligations under this Agreement. Further, and except as set forth in section 24.01, each Party agrees that the Owner is deemed to be the sole owner of Proprietary Information and that any use, furnishing, disclosure, dissemination, publication, or revealing in any way by Recipient of Proprietary Information to any Person, organization, firm or government agency contrary to law or to the provisions and terms of this Agreement shall obligate Recipient and the Party failing to hold said Proprietary Information on a confidential basis to indemnify and hold the Owner harmless from any damages, litigation, liability, claimed liability, claims, and any expenses, including reasonable attorneys' fees, and incidental expenses resulting from any such improper use, furnishing, disclosure or revealing of Owner's Proprietary Information, whether occurring during the term of this Agreement or thereafter, except to the extent any such loss or damage was caused or contributed to by the Owner. 24.03 The Parties shall hold all such Proprietary Information in trust and confidence and shall use such Proprietary Information only for purposes of this Agreement. Unless required by law or regulation (including in connection with any judicial or administrative proceeding(s)), neither Party Agreement and shall disclose any Proprietary Information without the express written consent of the other Party. Notwithstanding the foregoing, the Parties may disclose Proprietary Information only to their (i) those Representatives who need to know such Proprietary Information in connection with the transactions contemplated by this Agreement, (ii) any rating agency in connection with their rating of the Recipient, (iii) regulatory authorities having applicable jurisdiction over the Recipient or its Affiliates, but only as may be requested by or required to carry out be disclosed to such regulatory authorities, and (iv) as may be necessary or appropriate in connection with any potential or actual retrocession by the purposes for which it was disclosed Reinsurer; provided, that (it being understood a) in the case of disclosure pursuant to (i) through (iv) above, the Recipient will inform such Representatives or other Persons set forth in this Section 24.03 that the Party disclosing the Proprietary Information shall inform its Representatives of is confidential and direct them to keep it confidential and (b) the confidential nature of the Proprietary Information, shall cause such Representatives to observe the terms of this Agreement and shall Recipient will be liable responsible for any breach of this Agreement by itself or any of its Representatives)Representatives or other Persons set forth in this Section 24.03, except regulatory authorities, of any of the provisions hereof. Xxxxxxx Resolution In addition, the Ceding Company shall request that any regulatory filing made in connection with entering into this Agreement be exempted from disclosure under any public records law if not maintained on a confidential basis pursuant to statute. Principal First Reinsurance Agreement Between Hartford Life and Annuity Insurance Company and TR ReSwiss Re Life & Health America Inc. Effective July 24, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 332008 <Page> 24.04 In the event a Party or its Representative breaches this obligation, the Owner shall have all rights and remedies available under law and equity, including the right to protect its Proprietary Information by injunction, without proving economic loss, which the Parties acknowledge and concede is appropriate and necessary to protect the value of the Owner’s 's Proprietary Information. 24.05 . Notwithstanding anything herein to the contrary, except as reasonably necessary to comply with applicable securities laws, each Party to this Agreement (and each Representative of such Party) may consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of the transaction (the “"Tax Treatment”"), and disclose to any and all personsPersons, without limitation of any kind, the Tax Treatment and all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to the Tax Treatment. The permission to disclose the Tax Treatment is limited to any facts relevant to the U.S. federal income Tax Treatment and does not include information relating to the identity of the Parties. 24.06 24.05 In the event either any Party is served with a subpoena, request for production of documents or other legal process with respect to Proprietary Informationprocess, such Party shall immediately notify and send a copy of such subpoena or legal process to the other Party so that the other Party may determine whether any of its Proprietary Information may be included in the data required to be produced. Such other Party may, at its own expense, take such legal action as it deems necessary to preserve the confidentiality of its Proprietary Information or may waive its rights to do so. 24.07 24.06 To the extent possible, Proprietary Information shall be promptly destroyed by returned to the Recipient Owner upon the termination of this Agreement or, with respect to any particular data files and data, on such earlier date that the same are no longer required by Recipient in order to render services perform its obligations hereunder. Notwithstanding the foregoing, the Recipient will not be obligated to destroy any Proprietary Information that is retained for back-up or archiving purposes, in accordance with a document retention policy, or that the Recipient, in the opinion of counsel, is legally compelled to keep and store. 24.08 24.07 The Parties shall agree to notify each other immediately and in writing of all circumstances surrounding any access to or possession of Proprietary Information by any person Person other than persons Persons authorized by this Agreement. Such notice shall include, but not be limited to, the name and address of each such unauthorized Person. 24.09 24.08 This Article shall survive the termination of this Agreement.

Proprietary Information; Confidentiality. 24.01 During 20.01 The Ceding Company and the course Reinsurer agree that the Customer and Proprietary Information will be treated as confidential. Customer Information includes, but is not limited to, medical, financial, and other personal information about proposed, current, and former contact, and annuitants, and beneficiaries of performance under annuity contracts issued by the Ceding Company. Proprietary Information includes, but is not limited to, business plans and trade secrets; pricing information; mortality and lapse studies, actuarial assumptions and guidelines, applications and Contract Forms, and the specific terms and conditions of this Agreement, a Party (the “Owner”. Customer and Proprietary Information will not include information that: a) is or its Representative may make becomes available to the other Party general public through no fault of the party receiving the Customer or Proprietary Information (the “Recipient”); b) is independently developed by the Recipient without reference to or its Representative certain materials such as manuals, contract owner lists, data files and use of the data contained therein, systems, forms, methods, processes, and procedures and other information disclosing party’s Customer or data (collectively “Proprietary Information”; c) which are proprietary is acquired by the Recipient from a third party not covered by a confidentiality agreement; d) was rightfully known to or trade secret already in nature. Information known in possession of the public domain, or which Recipient prior to disclosure; or e) is or was publicly disclosed to Recipient by any Party not under a duty to retain such information as confidentialcourt order, shall not constitute Proprietary Information. 24.02 Each Party acknowledges that all Proprietary Information is offered for the sole purpose of facilitating the rendering of services under this Agreement. Further, each Party agrees that the Owner is deemed to be the sole owner of such Proprietary Information. 24.03 The Parties shall hold all Proprietary Information in trust and confidence and shall use Proprietary Information only for purposes of this Agreement. Unless required by law or regulation (including provided that, in connection with any judicial the event the Recipient is required by law, regulation or administrative proceeding(s)), neither Party shall court order to disclose any Proprietary Information without the express written consent of the other Party. Notwithstanding the foregoing, the Parties may disclose Proprietary Information to their Representatives who need to know such Proprietary Information to carry out the purposes for which it was disclosed (it being understood that the Party disclosing the Proprietary Information shall inform its Representatives of the confidential nature of the Customer or Proprietary Information, shall cause such Representatives to observe the terms of this Agreement and shall be liable for any breach of this Agreement by itself or any of its Representatives). Xxxxxxx Resolution Life and Annuity Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 33 24.04 In the event a Party or its Representative breaches this obligation, the Owner shall have all rights and remedies available under law and equity, including the right to protect its Proprietary Information by injunction, without proving economic loss, which the Parties acknowledge and concede is appropriate and necessary to protect the value of the Owner’s Proprietary Information. 24.05 Notwithstanding anything herein to the contrary, except as reasonably necessary to comply with applicable securities laws, each Party to this Agreement (and each Representative of such Party) may consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of the transaction (the “Tax Treatment”), and disclose to any and all persons, without limitation of any kind, the Tax Treatment and all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to the Tax Treatment. The permission to disclose the Tax Treatment is limited to any facts relevant to the Tax Treatment and does not include information relating to the identity of the Parties. 24.06 In the event either Party is served with a subpoena, request for production of documents or other legal process with respect to Proprietary Information, such Party shall immediately notify and send a copy of such subpoena or legal process to the other Party so that the other Party may determine whether any of its Proprietary Information may be included in the data required to be produced. Such other Party may, at its own expense, take such legal action as it deems necessary to preserve the confidentiality of its Proprietary Information or may waive its rights to do so. 24.07 To the extent possible, Proprietary Information shall be promptly destroyed by the Recipient upon the termination of this Agreement or, with respect to any particular data files and data, on such earlier date that the same are no longer required by Recipient in order to render services hereunder. Notwithstanding the foregoing, the Recipient will (i) notify the disclosing party, (ii) consult with the disclosing party as to the advisability of taking steps to resist or narrow such request, and (iii) if so instructed by the disclosing party, cooperate with the disclosing party in seeking a protective order or other appropriate remedy. 20.02 The parties will not disclose such information to other parties unless agreed to in writing, except: 1) as necessary for retrocession purposes; 2) as requested by outside counsel, or external auditors; 3) as required by court order; or 4) as required or allowed by law or regulation. The Ceding Company acknowledges that the Reinsurer can aggregate data with other companies reinsured by the Reinsurer as long as the data cannot be obligated identified as belonging to destroy any Proprietary Information that is retained for back-up or archiving purposes, in accordance with a document retention policy, or that the Recipient, in the opinion of counsel, is legally compelled to keep and store. 24.08 The Parties shall notify each other immediately and in writing of all circumstances surrounding any access to or possession of Proprietary Information by any person other than persons authorized by this Agreement. 24.09 This Article shall survive the termination of this Agreement.Ceding Company. Reinsurance Treaty No. GMDB200210 Effective 10/01/2002