Common use of Proprietary Information Clause in Contracts

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxxx://xxxxxxxx.xx.xxx/newfoilrequest?agencyCode=DOS) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDARegulations.ashx).

Proprietary Information. Notwithstanding Customer acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to Customer by State Street as part of the Data Access Services constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to State Street. Customer agrees to treat all Proprietary Information as proprietary to State Street and further agrees that it shall not divulge any provisions Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the contrary foregoing, Customer agrees for itself and its employees and agents: (1) to access Customer Data solely from locations as may be designated in the Agreement, Contractor writing by State Street and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated solely in accordance with State Street's applicable user documentation; (2) to refrain from copying or duplicating in any way the NYS Freedom Proprietary Information; (3) to refrain from obtaining unauthorized access to any portion of Information Law (“FOIL,” Public Officers Lawthe Proprietary Information, Article 6). Pursuant and if such access is inadvertently obtained, to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA inform State Street in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise timely manner of such fact and which if disclosed would cause substantial injury to the competitive position dispose of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of such information in a format Contractor considers a proprietary and/or confidential trade secretaccordance with State Street's instructions; 2 (4) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, Contractor shall fully identify and plainly label except with the information “confidential” or “proprietary” at the time prior written consent of disclosure. By so marking such information, Contractor represents State Street; (5) that the information has actual or potential specific commercial or competitive value Customer shall have access only to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available those authorized transactions agreed upon by the owner parties; (6) to others without honor all reasonable written requests made by State Street to protect at State Street's expense the rights of State Street in Proprietary Information at common law, under federal copyright law and under other federal or state law. Customer's obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee maintain the confidentiality of any information submitted. More information on FOILthe Proprietary Information shall not apply where such: (1) was already in Customer's possession prior to disclosure by State Street, and such was received by Customer without obligation of confidence; (2) is or becomes publicly available without breach of this Agreement; (3) is rightly received by Customer from a third party, who is not a current or former employee, officer, director or agent of State Street, without obligation of confidence; (4) is disclosed by Customer with the relevant statutory law and regulations, can be found at the website for the Committee on Open Government written consent of State Street; or (xxxx://xxx.xxx.xx.xxx/about/foil2.html5) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx is released in accordance with a valid order of a court or governmental agency. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this section 2. The obligations of this section shall survive any earlier termination of this agreement.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDARegulati ons.ashx).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .Regulations.aspx

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDARegulations.ash x).

Proprietary Information. Notwithstanding any provisions The Cooperator shall place a proprietary notice on all information it delivers to the contrary Laboratory under this Agreement which it asserts is Proprietary Information of the Cooperator The Laboratory agrees that: 1) any information designated as Proprietary Information which is furnished by the Cooperator to the Laboratory under this Agreement; 2) any information obtained by either party during the performance of this CRADA that would be claimed as Proprietary Information had it been submitted by the Cooperator; or 3) any information furnished by the Cooperator in contemplation of this Agreement; shall be treated as Proprietary Information and will be used by the AgreementLaboratory only for the purpose of carrying out this Agreement or for Government purposes. Information designated as Proprietary Information shall not be disclosed, Contractor and NYSERDA acknowledge and agree that all informationcopied, reproduced or otherwise made available in any formatform whatsoever to any other person, submitted to NYSERDA shall firm, corporation, partnership, association or other entity without consent of the Cooperator except as such information may be subject to and treated in accordance with disclosure under the NYS Freedom of Information Law Act (“FOIL,” Public Officers Law5 U.S.C. ' 552), Article 6). Pursuant to FOILand EPA’s regulations at 40 C.F.R. Part 2, NYSERDA is or as required to make available be disclosed by other statutes. The Laboratory agrees to use its best efforts to protect the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt designated as Proprietary Information from unauthorized disclosure. ThereforeThe Cooperator agrees that the Laboratory is not liable for the disclosure of Proprietary Information which, unless after notice to and consultation with the Agreement specifically Cooperator, EPA determines may not lawfully be withheld or which a court of competent jurisdiction requires otherwise, Contractor should submit to be disclosed. If no claim of confidentiality accompanies information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking submittal and a reasonable person would not have reason to believe such informationinformation was proprietary or of a confidential nature, Contractor represents that then the information has actual or potential specific commercial or competitive value may be made public with no further notice to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Cooperator.

Proprietary Information. Notwithstanding (a) Employee agrees that any provisions trade secret or proprietary information of the Company to which Employee has become privy or may become privy to as a result of his or her employment with the Company shall not be divulged or disclosed to any other party (including, without limit, any person or entity with whom or in whom Employee has a business interest) without the express written consent of the Company, except as otherwise required by law. In addition, Employee agrees to use such information only during the term of this Agreement and only in a manner which is consistent with the purposes of this Agreement. In the event Employee believes that he or she is legally required to disclose any trade secret or proprietary information of the Company, Employee shall give reasonable notice to the contrary Company prior to disclosing such information and shall take such legally permissible steps as are reasonably necessary to protect such Company trade secrets or proprietary information, including but not limited to, seeking orders from a court of competent jurisdiction preventing disclosure or limiting disclosure of such information beyond that which is legally required. The Company shall reimburse Employee for reasonable legal expenses incurred in seeking said orders. (b) Except as otherwise required by law, Employee shall hold in confidence all trade secret and proprietary information received from the Company until such information is available to the public generally or to the Company's competitors through no unauthorized act or fault of Employee. Upon termination of this Agreement, Contractor Employee shall promptly return any written proprietary information in his or her possession to the Company. (c) As used in this Agreement, "trade secret and NYSERDA acknowledge and agree that all proprietary information" means information, in any formatwhether written or oral, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make not generally available to the public; it includes the concepts and ideas involved in the Company's products whether patentable or not; and includes, upon requestbut is not limited to, records the processes, formulae, and techniques disclosed by the Company to Employee or portions thereof observed by Employee. It does not include: (i) Information, which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking , had been previously published; (ii) Information which is published after disclosure, unless such publication is a breach of this Agreement or is otherwise a violation of the contractual, legal or fiduciary duties owed to the Company, which violation is known to Employee; or (iii) Information which, subsequent to disclosure, is obtained by Employee from a third person who is lawfully in possession of such information (which information is not acquired in violation of any contractual, legal, or fiduciary obligation owed to the Company with respect to such information, Contractor represents that and is known by Employee) and does not require Employee to refrain from disclosing such information to others. (d) The provisions of this Section 12 shall survive the information has actual termination or potential specific commercial or competitive value to the competitors expiration of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOILthis Agreement, and the relevant statutory law and regulations, can shall be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx binding upon Employee in perpetuity.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) xxxx://xxx.xxx.xx.xxx/about/foil2.html and NYSERDA’s Regulations, Part 501 (xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Regulations.aspx).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 (xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Regulations.aspx).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (ia) generally known or available from other sources without obligation concerning its confidentiality; (iib) made available by the owner to others without obligation concerning its confidentiality; or (iiic) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxxx://xxx.xx.xxx/programs/open-foil-ny) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxxx://xxx.xxx.xx.xxx/coog) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .(xxx.xxxxxxx.xx.xxx/Xxxxx/-/xxxxx/Xxxxx/Xxxxx/Xxxxxxx/XXXXXXX-Xxxxxxxxxxx.xxx)

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxxx://xxx.xx.xxx/programs/open-foil-ny) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner EXECUTION VERSION to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx ).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidentialconfidentia l, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Grant Recipient and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Grant Recipient should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Grant Recipient considers a proprietary and/or confidential trade secret, Contractor Grant Recipient shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Grant Recipient represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorGrant Recipient or its affiliates. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx R egulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx ).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-non- confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-non- confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been been (i) generally known or available from other sources without obligation concerning its confidentiality; ; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx .

Proprietary Information. Notwithstanding any provisions To the extent that either party discloses to the contrary in other any other information which it considers proprietary, said party shall identify such information as proprietary when disclosing it to the Agreementother party by marking it clearly and conspicuously as proprietary information. Any proprietary disclosure to either party, Contractor and NYSERDA acknowledge and agree that all informationif made orally, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that identified as proprietary information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosuredisclosure and promptly thereafter confirmed in writing and identified as proprietary information, if the disclosing party wishes to keep such information proprietary under this Agreement. By so marking Any such information disclosed under this Agreement shall be used by the recipient thereof only in its performance under this Agreement. Neither party shall be liable for the inadvertent or accidental disclosure of such information marked as proprietary, if such disclosure occurs despite the exercising of the same degree of care as the receiving party normally takes to preserve and safeguard its own proprietary information (but not less than reasonable care) or if such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been : (i) generally known is or becomes lawfully available to the public from a source other sources without obligation concerning its confidentialitythan the receiving party before or during the period of this Agreement; (ii) made available is released in writing by the owner to others disclosing party without restrictions; (iii) is lawfully obtained by the receiving party from a third party or parties without obligation concerning its of confidentiality; (iv) is lawfully known by the receiving party prior to such disclosure; or (iiiv) already available to NYSERDA without obligation concerning its confidentialityis at any time lawfully developed by the receiving party completely independently of any such disclosure or disclosures from the disclosing party. In addition, neither party shall be liable for the event disclosure of a FOIL request, any proprietary information which it is NYSERDA’s policy to consider records as marked above receives under this Agreement pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and judicial action or decree, or pursuant to any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality requirement of any information submitted. More information on FOILGovernment or any agency or department thereof, having jurisdiction over such party, provided that in the reasonable opinion of counsel for such party such disclosure is required, and provided further that such party to the relevant statutory law and regulations, can be found at extent reasonably practical shall have given the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .other party notice prior to such disclosure,

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Infor mation Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. ThereforeThere fore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-non - confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidentialconfidenti al” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx .

Proprietary Information. Notwithstanding any provisions To the extent that either party discloses to the contrary other any other information which it considers proprietary, said party shall identify such information as proprietary when disclosing it to the other party by marking it clearly and conspicuously as proprietary information. Any proprietary disclosure to either party, in the Agreementevent made orally, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall will be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that identified as proprietary information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking Any such information disclosed under this Agreement will be used by the recipient thereof only in its performance under this Agreement. Neither party shall be liable for the inadvertent or accidental disclosure of such information marked as proprietary, in the event such disclosure occurs despite the exercising of the same degree of care as the receiving party normally takes to preserve and safeguard its own proprietary information (but not less than reasonable care) or in the event such information, Contractor represents that the information has actual : (a) is or potential specific commercial or competitive value becomes lawfully available to the competitors of Contractor. Without limitation, information will not be considered confidential public from a source other than the receiving party; (b) is released in writing by the disclosing party without restrictions; (c) is lawfully obtained by the receiving party from a third party or proprietary if it is or has been (i) generally known or available from other sources parties without obligation concerning its of confidentiality; (iid) made available is lawfully known by the owner receiving party prior to others without obligation concerning its confidentialitysuch disclosure; or (iiie) already available to NYSERDA without obligation concerning its confidentialityis at any time lawfully developed by the receiving party completely independently of any such disclosure or disclosures from the disclosing party. In addition, neither party shall be liable for the event disclosure of a FOIL request, any proprietary information which it is NYSERDA’s policy to consider records as marked above receives under this Agreement pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and judicial action or decree, or pursuant to any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality requirement of any information submittedgovernment or any agency or department thereof, having jurisdiction over such party; provided that in the reasonable opinion of counsel for such party such disclosure is required; and provided further that such party to the extent reasonably practical, shall have given the other party notice prior to such disclosure. More information on FOIL, *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Securities Exchange Act.

Proprietary Information. Notwithstanding any provisions The Stockholders have personal knowledge of TBS's confidential business plans, marketing strategies, advertising copy, funding sources, wholesale and retail customer lists, equipment sources, financial projections and results and other information. This information and similar information is generally unknown to the contrary public and gives TBS a competitive advantage over those who do not have access to this information. TBS has taken, and the Surviving Corporation will take, care to protect this information from becoming generally known. The information described above, therefore, constitutes valuable trade secrets of TBS and, after the Merger, of the Surviving Corporation, and is referred to below as "Proprietary Information." TBS has and, after the Merger, the Surviving Corporation shall retain, all exclusive rights in the Proprietary Information. For so long as permitted by law, the Stockholders shall not disclose Proprietary Information to any third party (except with respect to response to judicial or administrative process, and such disclosure shall occur only after written notification to the Surviving Corporation immediately after receipt of such process and cooperation with the Surviving Corporation, if so requested, to assist in obtaining confidential treatment of, or a protective order for, the Proprietary Information), or make any commercial or academic or other use of the Proprietary Information without the express written consent of the Surviving Corporation, which consent may be withheld for any or no reason in the Surviving Corporation's sole discretion. These restrictions on the use and disclosure of Proprietary Information shall survive the expiration or termination of this Agreement, Contractor and NYSERDA acknowledge regardless of the grounds or lack of grounds therefor. The parties recognize and agree that all informationthat, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL requestthreatened or actual breach of this Section 6.3(a), it is NYSERDA’s policy the Surviving Corporation's remedy at law will be inadequate to consider records as marked above pursuant to fully compensate the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 Surviving Corporation for its losses. Therefore, the Surviving Corporation may enforce its rights hereunder by equitable remedies, including without limiting the generality of the foregoing, injunctive relief and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx specific performance.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-non- proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html( xxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDARegulations.ash x).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Vendor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Vendor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Vendor considers a proprietary and/or confidential trade secret, Contractor Vendor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Vendor represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorVendor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDARegulations.ashx).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-non- confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Grant Recipient and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Grant Recipient should submit information to NYSERDA in a non-confidential, non-non- proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Grant Recipient considers a proprietary and/or confidential trade secret, Contractor Grant Recipient shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Grant Recipient represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorGrant Recipient or its affiliates. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Dealer and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Dealer should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Dealer considers a proprietary and/or confidential trade secret, Contractor Dealer shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Dealer represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorDealer. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 (xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Regulations.aspx).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx ).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Equipment Owner and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Equipment Owner should submit information to NYSERDA in a non-confidential, non-non- proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Equipment Owner considers a proprietary and/or confidential trade secret, Contractor Equipment Owner shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Equipment Owner represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorEquipment Owner. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 (xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Regulations.aspx).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 (xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx ).

Proprietary Information. Notwithstanding The Collaborator shall place a proprietary notice on all information that it delivers to CCTE under this Agreement which it asserts is Proprietary Information of the Collaborator. CCTE agrees that: (1) any provisions information designated as Proprietary Information which is furnished by the Collaborator to CCTE under this Agreement; (2) any information obtained by either party during the contrary performance of this Materials CRADA that would be claimed as Proprietary Information had it been submitted by the Collaborator; or (3) any information furnished by the Collaborator in contemplation of this Agreement shall be treated as Proprietary Information and will be used by CCTE only for the Agreementpurpose of carrying out this Agreement or for Government purposes. Information designated as Proprietary Information shall not be disclosed, Contractor and NYSERDA acknowledge and agree that all informationcopied, reproduced or otherwise made available in any formatform whatsoever to any other person, submitted to NYSERDA shall firm, corporation, partnership, association or other entity without consent of the Collaborator, except as such information may be subject to and treated in accordance with disclosure under the NYS Freedom of Information Law Act (“FOIL,” Public Officers Law5 U.S.C. § 552) and EPA’s regulations at 40 C.F.R. Part 2, Article 6). Pursuant to FOIL, NYSERDA is or as required to make available be disclosed by other statutes. CCTE agrees to use its best efforts to protect the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt designated as Proprietary Information from unauthorized disclosure. ThereforeThe Collaborator agrees that CCTE is not liable for the disclosure of Proprietary Information which, unless after notice to and consultation with the Agreement specifically Collaborator, EPA determines may not lawfully be withheld or which a court of competent jurisdiction requires otherwise, Contractor should submit to be disclosed. If no claim of confidentiality accompanies information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking submittal and a reasonable person would not have reason to believe such informationinformation was proprietary or of a confidential nature, Contractor represents that then the information has actual or potential specific commercial or competitive value may be made public with no further notice to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Collaborator.

Proprietary Information. Notwithstanding any provisions (a) To the extent that either party discloses to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all informationother any other information which it considers proprietary or which is proprietary information of a third party, in any formatwritten or tangible form, submitted said party shall identify such information as proprietary when disclosing it to NYSERDA the other party by marking it clearly and conspicuously as proprietary information. Any proprietary disclosure to either party, if made orally, shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that identified as proprietary information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure, if the disclosing party wishes to keep such information proprietary under this Agreement. By so marking Any such informationinformation disclosed under this Agreement shall be used by the recipient thereof only in its performance under this Agreement. (b) Neither party shall be liable for the inadvertent or accidental disclosure of such information marked as proprietary, Contractor represents that if such disclosure occurs despite the exercising of the same degree of care as the receiving party normally takes to preserve and safeguard its own proprietary information has actual (but not less than reasonable care) or potential specific commercial if such information (a) is or competitive value becomes lawfully available to the competitors public from a source other than the receiving party before or during the period of Contractor. Without limitationthis Agreement, information will not be considered confidential (b) is released in writing by the disclosing party without restrictions, (c) is lawfully obtained by the receiving party from a third party or proprietary if it is or has been (i) generally known or available from other sources parties without obligation concerning its of confidentiality; , (iid) made available is lawfully known by the owner receiving party prior to others without obligation concerning its confidentiality; such disclosure and is not subject to any confidentiality obligations, or (iiie) already available to NYSERDA without obligation concerning its confidentiality. is at any time lawfully developed by the receiving party completely independently of any such disclosure or disclosures from the disclosing party. (c) In addition, neither party shall be liable for the event disclosure of a FOIL request, any proprietary information which it is NYSERDA’s policy to consider records as marked above receives under this Agreement pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and judicial action or decree, or pursuant to any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality requirement of any information submitted. More information on FOILGovernmental Entity or any agency or department thereof, having jurisdiction over such party, provided that in the reasonable opinion of counsel for such party such disclosure is required, and provided further that such party, to the relevant statutory law and regulationsextent reasonably practical, can be found at shall have given the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx other party notice prior to such disclosure.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without ithout obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA N XXXXX without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, Howeve NYSERDA cannot guarantee the confidentiality of any information submitted. More information i ormat on on FOIL, and the relevant statutory law and regulations, can ca be found at the website for a he websi e or the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Contrac or and NYSERDA YSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Info mation Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make m ke available to the public, upon request, records or portions thereof which it possessesossesses, unless that u ss tha information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically Agr ment spe ifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidentialconf dential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records reco ds or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDARegulations.ash x).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-non- proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xx.xxx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .501

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-non- proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .501

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Regulations.aspx.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx.

Proprietary Information. Notwithstanding (a) Employee agrees that any provisions trade secret or proprietary information of the Company to which Employee has become privy or may become privy to as a result of his or her employment with the Company shall not be divulged or disclosed to any other party (including, without limit, any person or entity with whom or in whom Employee has a business interest) without the exeress written consent of the Company, except as otherwise required by law. In addition, Employee agrees to use such information only during the term of this Agreement and only in a manner which is consistent with the purposes of this Agreement. In the event Employee believes that he or she is legally required to disclose any trade secret or proprietary information of the Company, Employee shall give reasonable notice to the contrary Company prior to disclosing such information and shall take such legally permissible steps as are reasonably necessary to protect such Company trade secrets or proprietary information, including but not limited to, seeking orders from a court of competent jurisdiction preventing disclosure or limiting disclosure of such information beyond that which is legally required. The Company shall reimburse Employee for reasonable legal expenses incurred in seeking said orders. (b) Except as otherwise required by law, Employee shall hold in confidence all trade secret and proprietary information received from the Company until such information is available to the public generally or to the Company's competitors through no unauthorized act or fault of Employee. Upon termination of this Agreement, Contractor Employee shall promptly return any written proprietary information in his or her possession to the Company. (c) As used in this Agreement, "trade secret and NYSERDA acknowledge and agree that all proprietary information" means information, in any formatwhether written or oral, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make not generally available to the public; it includes the concepts and ideas involved in the Company's products whether patentable or not; and includes, upon requestbut is not limited to, records the processes, formulae, and techniques disclosed by the Company to Employee or portions thereof observed by Employee. It does not include: (i) Information, which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking , had been previously published; (ii) Information which is published after disclosure, unless such publication is a breach of this Agreement or is otherwise a violation of the contractual, legal or fiduciary duties owed to the Company, which violation is known to Employee; or (iii) Information which, subsequent to disclosure, is obtained by Employee from a third person who is lawfully in possession of such information (which information is not acquired in violation of any contractual, legal, or fiduciary obligation owed to the Company with respect to such information, Contractor represents that and is known by Employee) and does not require Employee to refrain from disclosing such information to others. (d) The provisions of this Section 12 shall survive the information has actual termination or potential specific commercial or competitive value to the competitors expiration of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOILthis Agreement, and the relevant statutory law and regulations, can shall be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx binding upon Employee in perpetuity.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-non - confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) h t t p : / / w w w . d o s . n y . g o v / ab o u t/ f o i l 2 . h tm l and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Equipment Owner and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Equipment Owner should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Equipment Owner considers a proprietary and/or confidential trade secret, Contractor Equipment Owner shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Equipment Owner represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorEquipment Owner. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xx.xxx/about/xxxx0.xxxxxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 (xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Regulations.aspxhttp://xxx.xxxxxxx.xx.xxx/xx/Xxxxx/~/xxxxx/Xxxxx/Xxxxx/Xxxxxxx/XXXXXXXXxx ulations.ashx).

Proprietary Information. Notwithstanding any provisions Contractor acknowledges and agrees that funding for payment hereunder is being provided, in whole or in part, pursuant to a funding agreement between the contrary in Consortium and the Agreement, New York State Energy Research and Development Authority (“NYSERDA”). Contractor and NYSERDA the Consortium acknowledge and agree that all information, in any format, submitted to the Consortium may be shared with NYSERDA shall and may be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA the Consortium in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, the parties understand and agree that NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx.

Proprietary Information. Notwithstanding any provisions A. If a separate Proprietary Information Agreement exists between the Parties, which relates to the contrary subject matter of this Order, then Proprietary Information furnished by one Party to the other Party shall be protected pursuant to such Proprietary Information Agreement. B. If no separate Proprietary Information Agree- ment exists between the Parties, Xxxxxx agrees to keep confidential and not to disclose to any other person any Proprietary Information received from Buyer in connection with this Order. Xxxxxx further agrees to use Proprietary Information only for purposes necessary for performing this Order, without first obtaining Xxxxx’s written authoriza- tion. C. Seller may disclose Proprietary Information to its subcontractors as required for the performance of this Order, provided that each such subcontractor first assumes by written agreement the same obli- gations imposed on Seller under this Order relating to such Proprietary Information. D. All documents and other tangible media (exclud- ing Products) containing or conveying Proprie- tary Information and transferred in connection with this Order, together with any copies thereof, are and remain the property of Buyer. X. Xxxxxxx the existence of this Order nor the disclo- sure hereunder of Proprietary Information or any other information shall be construed as granting expressly by implication, by estoppels or other- wise, a license under any invention or patent now or hereafter owned or controlled by Buyer or Buyer’s customer, except as specifically set forth herein. X. Xxxxxx’s obligations with respect to Proprietary Information disclosed hereunder prior to the performance in full, termination or cancellation of this Order shall not, except as expressly set forth herein, be affected by such performance in full, termination, or cancellation. G. Unless otherwise provided herein, or authorized by Xxxxx in writing, Seller shall use Proprietary Information and/or data only in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be performance of this Order subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to Government’s rights under the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterpriseGovernment Property clause.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .xxxx://xxx.xxxxxxx.xx.xxx/About/ New-York-State-Regulations.aspx

Proprietary Information. Notwithstanding Xx. Xxxxxxx agrees that, during the Term and thereafter, Xx. Xxxxxxx shall take all steps necessary to hold the Proprietary Information (as defined below) in trust and confidence, shall not use such Proprietary Information in any provisions manner or for any purpose except as expressly set forth in this Agreement and shall not disclose any such Proprietary Information to any third party without first obtaining SurgiCount's express written consent on a case-by-case basis; provided, however, that Xx. Xxxxxxx may disclose certain Proprietary Information, without violating his obligations under this Agreement, to the contrary extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that Xx. Xxxxxxx provides SurgiCount with reasonable prior written notice of such disclosure and uses commercially reasonable efforts to obtain, or to assist SurgiCount in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Proprietary Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued. For purposes of this Agreement, Contractor "Proprietary Information" means any and NYSERDA acknowledge all confidential and/or proprietary information regarding SurgiCount or any of its Affiliates and agree their current and proposed business and operations, including, without limitation, information pertaining to their current or forecasted capital structure, equity or debt financing or investment activities, strategic plans, current or proposed products or services, investors, employees, directors, consultants, and other business and contractual relationships; provided, however, that all information, in any format, submitted information received by Xx. Xxxxxxx shall not be considered to NYSERDA shall be subject to and treated in accordance Proprietary Information if Xx. Xxxxxxx can demonstrate with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA competent evidence that such information has been published or is required to make otherwise readily available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency public other than by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position breach of the subject enterprisethis Agreement.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlhttp://xxx.xxx.xx.xxx/xxxxx/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- http://xxx.xxxxxxx.xx.xxx/Xxxxx/New-York-State- Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor the Awardee and NYSERDA InnSure acknowledge and agree that all information, in any format, submitted to InnSure or NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor the Awardee should submit information to InnSure and NYSERDA in a non-confidential, non-non proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor the Awardee considers a proprietary and/or confidential trade secret, Contractor the Awardee shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor the Awardee represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractorthe Awardee. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to InnSure or NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .

Proprietary Information. Notwithstanding The Collaborator shall place a proprietary notice on all information that it delivers to CCTE under this Agreement which it asserts is Proprietary Information of the Collaborator. CCTE agrees that: (1) any provisions information designated as Proprietary Information which is furnished by the Collaborator to CCTE under this Agreement; (2) any information obtained by either party during the contrary performance of this Materials CRADA that would be claimed as Proprietary Information had it been submitted by the Collaborator; or (3) any information furnished by the Collaborator in contemplation of this Agreement shall be treated as Proprietary Information and will be used by CCTE only for the Agreementpurpose of carrying out this Agreement or for Government purposes. Information designated as Proprietary Information shall not be disclosed, Contractor and NYSERDA acknowledge and agree that all informationcopied, reproduced or otherwise made available in any formatform whatsoever to any other person, submitted to NYSERDA shall firm, corporation, partnership, association or other entity without consent of the Collaborator, except as such information may be subject to and treated in accordance with disclosure under the NYS Freedom of Information Law Act (“FOIL,” Public Officers Law5 U.S.C. § 552) and EPA’s regulations at 40 C.F.R. Part 2, Article 6). Pursuant to FOIL, NYSERDA is or as required to make available be disclosed by other statutes. CCTE agrees to use its best efforts to protect the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt designated as Proprietary Information from unauthorized disclosure for a period of three (3) years from the date of the disclosure. ThereforeThe Collaborator agrees that CCTE is not liable for the disclosure of Proprietary Information which, unless after notice to and consultation with the Agreement specifically Collaborator, EPA determines may not lawfully be withheld or which a court of competent jurisdiction requires otherwise, Contractor should submit to be disclosed. If no claim of confidentiality accompanies information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking submittal and a reasonable person would not have reason to believe such informationinformation was proprietary or of a confidential nature, Contractor represents that then the information has actual or potential specific commercial or competitive value may be made public with no further notice to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Collaborator.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xx.xxx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDA- Regulations.ashx).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner theowner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .Regulations.aspx

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Installer and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Installer should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Installer considers a proprietary and/or confidential trade secret, Contractor Installer shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Installer represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorInstaller. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xx.xxx/about/xxxx0.xxxxxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 (xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Regulations.aspxhttp://xxx.xxxxxxx.xx.xxx/xx/Xxxxx/~/xxxxx/Xxxxx/Xxxxx/Xxxxxxx/XXXXXXXXxxxxxxxxxx. ashx).

Proprietary Information. Notwithstanding any provisions In the event SNC and Seller have entered into a Non-Disclosure (Proprietary Information) Agreement (NDA/PIA) for the Purpose which the Purchase Order has been issued against and that NDA/PIA remains in effect, the NDA/PIA shall govern the treatment of proprietary information. If no NDA has been executed or if an NDA has expired, the following terms shall govern proprietary information exchanged between the parties: SNC and Seller anticipate that under the Agreement it may be necessary for either to disclose to the contrary in the Agreementother information of a proprietary nature. Proprietary information that may be disclosed under this Agreement includes, Contractor and NYSERDA acknowledge and agree that all informationbut is not limited to, in any formatdrawings, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidentialspecifications, non-proprietary formatpublic product information, and other technical capabilities. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency Proprietary information shall be clearly identified by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” disclosing party at the time of disclosure. By so marking All written proprietary information shall be marked as proprietary prior to disclosure. Each of the parties agrees to use the same reasonable efforts to protect such information as is used to protect its own proprietary information, Contractor represents that but in no case less than reasonable care. Disclosures of such information shall be restricted to those individuals who have a need to know and are directly participating in efforts related to the Agreement. Neither party shall make any reproduction, disclosure, or use of such proprietary information except as follows: (a) Such information furnished by Buyer may be used by Seller in performing its obligations under the Agreement. (b) Such information furnished by Seller may be used by Xxxxx in performing its obligations under the Agreement. (c) Such information may also be used in accordance with any written authorization received from the disclosing party. The limitations on reproduction, disclosure, or use of proprietary information shall not apply to, and neither party shall be liable for, reproduction, disclosure, or use of proprietary information with respect to any of the following conditions: (d) If, prior to the receipt thereof under the Agreement, the information has actual been developed independently by the party receiving it, or potential specific commercial or competitive value was lawfully known to the competitors of Contractor. Without limitationparty receiving it, information will not be considered confidential or proprietary if it is or has been lawfully received from other sources, including the Government (provided such other source did not receive it due to a breach of this clause) or was in the public domain prior to disclosure hereunder. (e) If, subsequent to receipt thereof under the Agreement, (i) generally known the information is published by the party furnishing it or available from other sources is disclosed by the party furnishing it to others without obligation concerning its confidentialityrestriction; or (ii) made available it has been lawfully obtained by the owner party receiving it from other sources, including the Government, provided such other source did not receive it due to others without obligation concerning its confidentialitya breach of this clause; or (iii) already available if such information otherwise comes within the public knowledge or becomes generally known to NYSERDA without obligation concerning its confidentiality. In the event public. (f) If any part of the proprietary information has been or hereafter shall be disclosed in a United States patent issued to the party furnishing the proprietary information hereunder, then, after the issuance of said patent, the limitations on such proprietary information as disclosed in the patent shall be only that afforded by United States patent laws. (g) If the proprietary information is furnished orally, unless such proprietary information was identified as proprietary at the time of disclosure and reduced to writing and marked proprietary within fifteen (15) days of original disclosure and such writing is forwarded to the receiving party and actually received within fifteen (15) days of original disclosure. (h) If such proprietary information is obligated to be disclosed under order of a FOIL request, it court of competent jurisdiction so long as prompt notice of the order is NYSERDA’s policy to consider records as marked above pursuant given to the other party. (i) If such proprietary information is disclosed with the written approval of the originating party. The furnishing of any proprietary information by either party shall not be construed as granting to the other party either expressly, by implication, estoppel, or otherwise, any ownership or license right (other than the limited license to use the information internally for the purpose for which it was provided) under any invention, patent, trade secret exemption procedure secret, trademark, or copyright now or hereafter owned or controlled by the party furnishing same. The foregoing shall not impact any license or ownership right in information identified and set forth elsewhere in 21 New York Codes Rules & Regulations § 501.6 this document. Seller shall upon Buyer’s request or upon completion of this Agreement, whichever occurs first, promptly at its option: (1) destroy all proprietary information furnished in connection with the Agreement and certify such destruction; or (2) return all proprietary information furnished in connection with the Agreement, together with all copies or reprints then in Seller’s possession and control, and Seller shall thereafter make no further use of nor disclose to others any other applicable law such data or regulation. However, NYSERDA cannot guarantee the confidentiality of documents or any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDAderived therefrom without Buyer’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx prior written consent.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets ecrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. confi By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html( xxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (h ttp://xxx.xxxxxxx.xx.xxx/xx/Xxxxx/~/xxxxx/Xxxxx/Xxxxx/Xxxxxxx/XXXXXXXXxxxxxxxxxx.xxxx).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDARegulations.ashx ).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-non- proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDARegulations.ashx).

Proprietary Information. Notwithstanding any provisions Contractor acknowledges and agrees that funding for payment hereunder is being provided, in whole or in part, pursuant to a funding agreement between the contrary in Consortium and the Agreement, New York State Energy Research and Development Authority (“NYSERDA”) and/or other governmental sources. Contractor and NYSERDA the Consortium acknowledge and agree that all information, in any format, submitted to the Consortium may be shared with NYSERDA shall and/or other governmental sources and may be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6)) and other similar laws. Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA the Consortium in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, the parties understand and agree that NYSERDA and/or other governmental sources cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx. Similar rules may apply for other governmental funding sources.

Proprietary Information. Notwithstanding Licensee acknowledge that the Services, including but not limited to all screens, reports, data arrangements, “look and feel”, and other components of the Services, constitute proprietary information of BASE (“Proprietary Information”). Licensee shall not, directly or indirectly, without BASE’s prior written consent, use the Proprietary Information for any provisions purpose other than as expressly permitted under this Agreement, and shall not divulge, provide, transmit, copy, make available or otherwise communicate the Proprietary Information to any third party. Proprietary Information shall not include information that (a) is in or enters the public domain without breach of this Agreement, (b) was possessed by Licensee as proven by written documentation prior to first receiving it from BASE, (c) was developed by Licensee independently and without use of or reference to the contrary in the AgreementProprietary Information, Contractor or (d) was received by Licensee from a third party without restriction on disclosure and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom without breach of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidentialdisclosure obligation or other agreement. Notwithstanding the foregoing, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known Licensee shall be permitted to disclose Proprietary Information if such disclosure is required by law, provided that Licensee (x) provides BASE with prompt notice of any potential disclosure requirement so as to permit BASE to seek a protective order or available from other sources without obligation concerning its confidentiality; appropriate remedy, and (iiy) made available by cooperates with BASE Education’s attempts to prevent disclosure or otherwise protect the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentialityProprietary Information. In Licensee acknowledges and agrees that a violation of this Section would cause BASE irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, BASE will be entitled to seek equitable relief, including a FOIL requestrestraining order, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 an injunction, specific performance and any other applicable law relief that may be available from any court, without any requirement to post a bond or regulationother security, or to prove actual damages or that monetary damages are not an adequate remedy. HoweverSuch remedies are not exclusive and are in addition to all other remedies that may be available at law, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx in equity or otherwise.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-non- proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxxx://xxx.xxx.xx.xxx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDA-Regulations.pdf).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xx.xxx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxxx://xxx.xxxxxxx.xx.xxx/-/media/Files/About/Contact/NYSERDA-Regulations.pdf).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Applicant and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Applicant should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Applicant considers a proprietary and/or confidential trade secret, Contractor Applicant shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Applicant represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorApplicant. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDARegulations.ashx).

Proprietary Information. Notwithstanding any provisions To the extent that either party discloses to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all informationother any other information which it considers proprietary or is proprietary information of a third party, in any formatwritten or tangible form, submitted said party shall identify such information as proprietary when disclosing it to NYSERDA the other party by marking it clearly and conspicuously as proprietary information. Any proprietary disclosure to either party, if made orally, shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that identified as proprietary information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure, if the disclosing party wishes to keep such information proprietary under this Agreement. By so marking Any such informationinformation disclosed under this Agreement shall be used by the recipient thereof only in its performance under this Agreement. Neither party shall be liable for the inadvertent or accidental disclosure of such information marked as proprietary, Contractor represents that if such disclosure occurs despite the exercising of the same degree of care as the receiving party normally takes to preserve and safeguard its own proprietary information has actual (but not less than reasonable care) or potential specific commercial if such information (1) is or competitive value becomes lawfully available to the competitors public from a source other than the receiving party before or during the period of Contractorthis Agreement, (2) is released in writing by the disclosing party without restrictions, (3) is lawfully obtained by the receiving party from a third party or parties ***Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Without limitation, information will not be considered Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential or proprietary if it is or has been (i) generally known or available from other sources treatment pursuant to Rule 24b-2 under the Securities Exchange Act. without obligation concerning its of confidentiality; , (ii4) made available is lawfully known by the owner receiving party prior to others without obligation concerning its confidentiality; such disclosure and is not subject to any confidentiality obligations, or (iii5) already available to NYSERDA without obligation concerning its confidentialityis at any time lawfully developed by the receiving party completely independently of any such disclosure or disclosures from the disclosing party. In addition, neither party shall be liable for the event disclosure of a FOIL request, any proprietary information which it is NYSERDA’s policy to consider records as marked above receives under this Agreement pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and judicial action or decree, or pursuant to any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality requirement of any information submitted. More information on FOILGovernment or any agency or department thereof, having jurisdiction over such party, provided that in the reasonable opinion of counsel for such party such disclosure is required, and provided further that such party, to the relevant statutory law extent reasonably practical, shall have given the other party notice prior to such disclosure. Customer and regulations, can SES Americom agree to negotiate in good faith a three-party non-disclosure agreement with Vendor for information to be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx disclosed related to this Agreement.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Vendor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Vendor should submit information to NYSERDA in a non-confidential, non-non- proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Vendor considers a proprietary and/or confidential trade secret, Contractor Vendor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Vendor represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorVendor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .(xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of Contractor submits information in a format that Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Regulations.aspx.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Grant Recipient and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Grant Recipient should submit information to NYSERDA in a non-confidential, non-non- proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Grant Recipient considers a proprietary and/or confidential trade secret, Contractor Grant Recipient shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Grant Recipient represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorGrant Recipient or its affiliates. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-non- confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-non- confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xx.xxx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .501

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Purchaser and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Purchaser should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Purchaser considers a proprietary and/or confidential trade secret, Contractor Purchaser shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Purchaser represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorPurchaser. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xx.xxx/about/xxxx0.xxxxxxxx://www.d xx.xxxxx.xx.xx/xxxx/xxxx0.xxxx) and NYSERDA’s Regulations, Part 501 (xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Regulations.aspxhttp://xxx.xxxxxxx.xx.xxx/xx/ About/~/media/Files/About/Contact/NYSER DARegulations.ashx).

Proprietary Information. Notwithstanding (a) Xx. Xxxxxxxx agrees that any provisions trade secret or proprietary information of the Company to which Xx. Xxxxxxxx has become privy or may become privy to as a result of his employment with the Company shall not be divulged or disclosed to any other party (including, without limit, any person or entity with whom or in whom Xx. Xxxxxxxx has a business interest) without the express written consent of the Company, except as otherwise required by law. In addition, Xx. Xxxxxxxx agrees to use such information only during the term of this Agreement and only in a manner which is consistent with the purposes of this Agreement. In the event Xx. Xxxxxxxx believes that he is legally required to disclose any trade secret or proprietary information of the Company, Xx. Xxxxxxxx shall give reasonable notice to the contrary Company prior to disclosing such information and shall take such legally permissible steps as are reasonably necessary to protect such Company trade secrets or proprietary information, including but not limited to, seeking orders from a court of competent jurisdiction preventing disclosure or limiting disclosure of such information beyond that which is legally required. The Company shall reimburse Xx. Xxxxxxxx for reasonable legal expenses incurred in seeking said orders. (b) Except as otherwise required by law, Xx. Xxxxxxxx shall hold in confidence all trade secret and proprietary information received from the Company until such information is available to the public generally or to the Company's competitors through no unauthorized act or fault of Xx. Xxxxxxxx. Upon termination of this Agreement, Contractor Xx. Xxxxxxxx shall promptly return any written proprietary information in his possession to the Company. (c) As used in this Agreement, "trade secret and NYSERDA acknowledge and agree that all proprietary information" means information, in any formatwhether written or oral, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make not generally available to the public; it includes the concepts and ideas involved in the Company's products whether patentable or not; and includes, upon requestbut is not limited to, records the processes, formulae, and techniques disclosed by the Company to Xx. Xxxxxxxx or portions thereof observed by Xx. Xxxxxxxx. It does not include: (i) Information, which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure, had been previously published; (ii) Information which is published after disclosure, unless such publication is a breach of this Agreement or is otherwise a violation of the contractual, legal or fiduciary duties owed to the Company, which violation is known to Xx. By so marking Xxxxxxxx; or (iii) Information which, subsequent to disclosure, is obtained by Xx. Xxxxxxxx from a third person who is lawfully in possession of such information (which information is not acquired in violation of any contractual, legal, or fiduciary obligation owed to the Company with respect to such information, Contractor represents that and is known by Xx. Xxxxxxxx) and does not require Xx. Xxxxxxxx to refrain from disclosing such information to others. (d) The provisions of this Section 12 shall survive the information has actual termination or potential specific commercial or competitive value to the competitors expiration of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOILthis Agreement, and the relevant statutory law and regulations, can shall be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx binding upon Xx. Xxxxxxxx in perpetuity.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .Government

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Subgrantee and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Subgrantee should submit information to NYSERDA in a non-confidentialnon‐confidential, non-proprietary non‐proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Subgrantee considers a proprietary and/or confidential trade secret, Contractor Subgrantee shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Subgrantee represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorSubgrantee. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxxx://xxx.xxxxxxxx.xx.xxx/freedom-information-law-foil-requests) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/-/media/Files/About/Contact/NYSERDA-Regulations.ashx).