Common use of Proprietary Work Product and Confidential Company Information Clause in Contracts

Proprietary Work Product and Confidential Company Information. The Company acknowledges and agrees that any work product produced by TECHIT is for the sole use of the Company and is not intended for distribution to, or to be relied upon by, any third parties. The foregoing shall not limit or restrict or affect any disclosures that the Company determines are appropriate to be made under applicable securities laws or rules or regulations of any securities exchange and shall not limit or restrict or affect any obligation that any persons performing services hereunder may have to the Company and shall in no way restrict the ability of the Company to share any such work product with its accountants, auditors, advisors, attorneys, officers, directors, board or board committees or others who the Company determines have a reason to know such information in connection with their dealings with the Company. In addition, TECHIT acknowledges and agrees that as a result of the services to be provided hereunder, the persons performing such services may acquire knowledge and information of a secret and confidential nature. TECHIT further acknowledges and agrees that this information constitutes valuable property of the Company generally not being disseminated or made known to persons or organizations outside the Company at all, or if made known, being done so only under specific and restrictive conditions such as to ensure that it does not become readily available to the public, and also that confidential information of others may be received by the Company with restrictions on its use and disclosure. Accordingly, TECHIT agrees that: (i) TECHIT and any person performing any services on its behalf hereunder shall not, during the term of this Agreement or at any time thereafter, disclose to anyone outside the Company or use in other than the Company’s business any secret or confidential information of the Company or its subsidiaries or affiliates, except as authorized by the Company. The Company information that is not readily available to the public shall be considered secret and confidential for the purpose of this Agreement and shall include, but not be limited to, information relating to the Company, its subsidiaries and affiliates, customers, processes, products, apparatus, data, compounds, business studies, business and contracting plans, business procedures and finances; (ii) TECHIT and any person performing any services on its behalf hereunder shall not, during the term of this Agreement or at any time thereafter, disclose to any other person or use secret or confidential information of others that, to its knowledge, has been disclosed to the Company with restriction on the use or disclosure thereof, in violation of those restrictions; (iii) TECHIT and any person performing any services on its behalf hereunder shall not, during the term of this Agreement or at any time thereafter, disclose to the Company or induce the Company to use, without prior permission of the owner, any secret or confidential information or material of others of which they are or may become possessed; and (iv) Notwithstanding the foregoing, TECHIT and any person performing services on its behalf hereunder shall not be liable for the disclosure of information that may otherwise be deemed confidential hereunder: a) if the information is in, or becomes part of, the public domain, other than by disclosure of the information by TECHIT; or b) if the information is furnished to a third party by the Company without restriction on the third party’s right to disseminate the information; or c) if TECHIT can document that the information is already of record in its files at the time of disclosure, or is disclosed to TECHIT by a third party as a matter of right; or d) if the information is disclosed with the Company’s written approval; or e) if the information is compelled to be revealed via subpoena, civil investigative demand or other judicial or administrative process, provided that in such event TECHIT shall provide the Company (unless prohibited from so doing) with as much advance notice as is practicable so that the Company may seek an appropriate protective order, and shall limit disclosure strictly to those items of information as to which disclosure is required.

Proprietary Work Product and Confidential Company Information. The Company ABI acknowledges and agrees that any work product produced by TECHIT CMAG is for the sole use of the Company ABI and is not intended for distribution to, or to be relied upon by, any third parties. The foregoing shall not limit or restrict or affect any disclosures that the Company determines are appropriate to be made under applicable securities laws or rules or regulations of any securities exchange and shall not limit or restrict or affect any obligation that any persons performing services hereunder may have to the Company and shall in no way restrict the ability of the Company to share any such work product with its accountants, auditors, advisors, attorneys, officers, directors, board or board committees or others who the Company determines have a reason to know such information in connection with their dealings with the Company. In addition, TECHIT CMAG acknowledges and agrees that as a result of the services to be provided hereunder, the persons performing such services Services hereunder may acquire knowledge and information of a secret and confidential nature. TECHIT CMAG further acknowledges and agrees that this information constitutes valuable property of the Company ABI generally not being disseminated or made known to persons or organizations outside the Company at allABI, or if made known, being done so only under specific and restrictive conditions such as to ensure that it does not become readily available to the public, and also that confidential information of others may be received by the Company ABI with restrictions on its use and disclosure. Accordingly, TECHIT CMAG agrees that: (i) TECHIT CMAG and any person performing any services on its behalf Services hereunder shall not, during the term of this Agreement or at any time thereafter, disclose to anyone outside the Company ABI or use in other than the CompanyABI’s business any secret or confidential information of the Company ABI or its subsidiaries or affiliates, except as authorized by the CompanyABI. The Company ABI information that is not readily available to the public shall be considered secret and confidential for the purpose of this Agreement and shall include, but not be limited to, information relating to the CompanyABI, its subsidiaries and affiliates, customers, processes, products, apparatus, data, compounds, business studies, business and contracting plans, business procedures and finances; (ii) TECHIT CMAG and any person performing any services on its behalf Services hereunder shall not, during the term of this Agreement or at any time thereafter, disclose to any other person or use secret or confidential information of others thatothers, which, to its knowledgethe knowledge of CMAG, has been disclosed to the Company ABI with restriction on the use or disclosure thereof, in violation of those restrictions; (iii) TECHIT CMAG and any person performing any services on its behalf Services hereunder shall not, during the term of this Agreement or at any time thereafter, disclose to the Company ABI or induce the Company ABI to use, without prior permission of the owner, any secret or confidential information or material of others of which they are CMAG is or may become possessed; and (iv) Notwithstanding the foregoing, TECHIT CMAG and any person performing services on its behalf Services hereunder shall not be liable for the disclosure of information that may otherwise be deemed confidential hereunder: (a) if the information is in, or becomes part of, the public domain, other than by CMAG's disclosure of the information by TECHITinformation; or (b) if the information is furnished to a third party by the Company ABI without restriction on the third party’s 's right to disseminate the information; or (c) if TECHIT can document that the information is already of record in its CMAG's files at the time of disclosure, or is disclosed to TECHIT CMAG by a third party as a matter of right; or (d) if the information is disclosed with the CompanyABI’s written approval; or (e) if the information is compelled to be revealed via subpoena, civil investigative demand or other judicial or administrative process, provided that in such event TECHIT . The provisions of this Section 7 shall provide survive the Company (unless prohibited from so doing) with as much advance notice as is practicable so that the Company may seek an appropriate protective order, and shall limit disclosure strictly to those items term of information as to which disclosure is requiredthis Agreement.

Proprietary Work Product and Confidential Company Information. The Company CMCG acknowledges and agrees that any work product produced by TECHIT CMCG is for the sole use of DZ and the Company Board of Directors and is not intended for distribution to, or to be relied upon by, any third parties. The foregoing provisions of this Section 6 shall not limit or restrict or affect any disclosures that survive the Company determines are appropriate to be made under applicable securities laws or rules or regulations Term of any securities exchange and shall not limit or restrict or affect any obligation that any persons performing services hereunder may have to the Company and shall in no way restrict the ability of the Company to share any such work product with its accountants, auditors, advisors, attorneys, officers, directors, board or board committees or others who the Company determines have a reason to know such information in connection with their dealings with the Companythis Agreement. In addition, TECHIT CMCG acknowledges and agrees that as a result of the services to be provided hereunder, the persons performing such services may acquire knowledge and information of a secret and confidential nature. TECHIT CMCG further acknowledges and agrees that this information constitutes valuable property of the Company DZ generally not being disseminated or made known to persons or organizations outside the Company DZ at all, or if made known, being done so only under specific and restrictive conditions such as to ensure that it does not become readily available to the public, and also that confidential information of others may be received by the Company DZ with restrictions on its use and disclosure. Accordingly, TECHIT CMCG agrees that: (i) TECHIT CMCG and any person performing any services on its behalf for CMCG hereunder shall not, during the term of this Agreement or nor at any time thereafter, disclose to anyone outside the Company DZ or use in other than the Company’s DZ business any secret or confidential information of the Company DZ or its subsidiaries or affiliates, except as authorized by the Companyauthoritative personnel of DZ. The Company DZ information that which is not readily available to the public shall be considered secret and confidential for the purpose of this Agreement and shall include, but not be limited to, information relating to the CompanyDZ, its subsidiaries and affiliates, customers, processes, products, products apparatus, data, compounds, business studies, business and contracting plans, business procedures and finances; (ii) TECHIT CMCG and any person performing any services on its behalf for CMCG hereunder shall not, during the term of this Agreement or nor at any time thereafter, disclose to any other person or use secret or confidential information of others thatothers, which, to its knowledgethe knowledge of CMCG, has been disclosed to the Company CMCG with restriction on the use or disclosure thereof, in violation of those restrictions;. (iii) TECHIT and any person performing any services on its behalf hereunder shall not, during the term of this Agreement or at any time thereafter, disclose to the Company or induce the Company to use, without prior permission of the owner, any secret or confidential information or material of others of which they are or may become possessed; and (iv) Notwithstanding the foregoing, TECHIT CMCG and any person performing services on its behalf for CMCG hereunder shall not be liable for the disclosure of information that which may otherwise be deemed confidential hereunder: (a) if the information is in, or becomes part of, the public domain, other than by CMCG's disclosure of the information by TECHITinformation; or or (b) if the information is furnished to a third party by the Company DZ without restriction on of the third party’s 's right to disseminate the information; or c) if TECHIT can document that the information is already of record in its files at the time of disclosure, or is disclosed to TECHIT by a third party as a matter of right; or d) if the information is disclosed with the Company’s written approval; or e) if the information is compelled to be revealed via subpoena, civil investigative demand or other judicial or administrative process, provided that in such event TECHIT shall provide the Company (unless prohibited from so doing) with as much advance notice as is practicable so that the Company may seek an appropriate protective order, and shall limit disclosure strictly to those items of information as to which disclosure is required.

Proprietary Work Product and Confidential Company Information. The Company CTS acknowledges and agrees that any work product produced by TECHIT CMCG is for the sole use of the Company CTS and is not intended for distribution to, or to be relied upon by, any third parties. parties The foregoing provisions of this Section 7 shall not limit or restrict or affect any disclosures that survive the Company determines are appropriate to be made under applicable securities laws or rules or regulations Term of any securities exchange and shall not limit or restrict or affect any obligation that any persons performing services hereunder may have to the Company and shall in no way restrict the ability of the Company to share any such work product with its accountants, auditors, advisors, attorneys, officers, directors, board or board committees or others who the Company determines have a reason to know such information in connection with their dealings with the Companythis Agreement. In addition, TECHIT CMCG acknowledges and agrees that as a result of the services to be provided hereunder, the persons performing such services may acquire knowledge and information of a secret and confidential nature. TECHIT CMCG further acknowledges and agrees that this information constitutes valuable property of the Company CTS generally not being disseminated or made known to persons or organizations outside the Company CTS at all, or if made known, being done so only under specific and restrictive conditions such as to ensure that it does not become readily available to the public, and also that confidential information of others may be received by the Company CTS with restrictions on its use and disclosure. Accordingly, TECHIT CMCG agrees that: (i) TECHIT CMCG and any person performing any services on its behalf for CMCG hereunder shall not, during the term of this Agreement or nor at any time thereafter, disclose to anyone outside the Company CTS or use in other than the Company’s CTS business any secret or confidential information of the Company CTS or its subsidiaries or affiliates, except as authorized by the Companyauthoritative personnel of CTS. The Company CTS information that which is not readily available to the public shall be considered secret and confidential for the purpose of this Agreement and shall include, but not be limited to, information relating to the Company, CTS its subsidiaries and affiliates, customers, processes, products, products apparatus, data, compounds, business studies, business and contracting plans, business procedures and finances; (ii) TECHIT CMCG and any person performing any services on its behalf for CMCG hereunder shall not, during the term of this Agreement or nor at any time thereafter, disclose to any other person or use secret or confidential information of others thatothers, which, to its knowledgethe knowledge of CMCG, has been disclosed to the Company CTS with restriction on the use or disclosure thereof, in violation of those restrictions;. (iii) TECHIT CMCG and any person performing any services on its behalf for CMCG hereunder shall not, during the term of this Agreement or nor at any an time thereafter, disclose to the Company CTS or induce the Company CTS to use, without prior permission of the owner, any secret or confidential information or material of others of which they are CMCG is or may become possessed; and (iv) Notwithstanding the foregoing, TECHIT CMCG and any person performing services on its behalf for CMCG hereunder shall not be liable for the disclosure of information that information, which may otherwise be deemed confidential hereunder: (a) if the information is in, or becomes part of, the public domain, other than by CMCG's disclosure of the information by TECHITinformation; or (b) if the information is furnished to a third party by the Company CTS without restriction on of the third party’s 's right to disseminate the information; or (c) if TECHIT can document that the information is already of record in its CMCG's files at the time of disclosure, or is disclosed to TECHIT CMCG by a third party as a matter of right; or (d) if the information is disclosed with the Company’s CTS's written approval; or (e) if the information is compelled to be revealed via subpoena, civil investigative demand or other judicial or administrative process, provided that in such event TECHIT shall provide the Company (unless prohibited from so doing) with as much advance notice as is practicable so that the Company may seek an appropriate protective order, and shall limit disclosure strictly to those items of information as to which disclosure is required.

Proprietary Work Product and Confidential Company Information. The Company LGI acknowledges and agrees that any work product produced by TECHIT CMAG is for the sole use of the Company LGI and is not intended for distribution to, or to be relied upon by, any third parties. The foregoing shall not limit or restrict or affect any disclosures that the Company determines are appropriate to be made under applicable securities laws or rules or regulations of any securities exchange and shall not limit or restrict or affect any obligation that any persons performing services hereunder may have to the Company and shall in no way restrict the ability of the Company to share any such work product with its accountants, auditors, advisors, attorneys, officers, directors, board or board committees or others who the Company determines have a reason to know such information in connection with their dealings with the Company. In addition, TECHIT CMAG acknowledges and agrees that as a result of the services to be provided hereunder, the persons performing such services may acquire knowledge and information of a secret and confidential nature. TECHIT CMAG further acknowledges and agrees that this information constitutes valuable property of the Company LGI generally not being disseminated or made known to persons or organizations outside the Company LGI at all, or if made known, being done so only under specific and restrictive conditions such as to ensure that it does not become readily available to the public, and also that confidential information of others may be received by the Company LGI with restrictions on its use and disclosure. Accordingly, TECHIT CMAG agrees that: (i) TECHIT CMAG and any person performing any services on its behalf for CMAG hereunder shall not, during the term of this Agreement or at any time thereafter, disclose to anyone outside the Company LGI or use in other than the CompanyLGI’s business any secret or confidential information of the Company LGI or its subsidiaries or affiliates, except as authorized by the CompanyLGI. The Company LGI information that is not readily available to the public shall be considered secret and confidential for the purpose of this Agreement and shall include, but not be limited to, information relating to the CompanyLGI, its subsidiaries and affiliates, customers, processes, products, apparatus, data, compounds, business studies, business and contracting plans, business procedures and finances; (ii) TECHIT CMAG and any person performing any services on its behalf for CMAG hereunder shall not, during the term of this Agreement or at any time thereafter, disclose to any other person or use secret or confidential information of others thatothers, which, to its knowledgethe knowledge of CMAG, has been disclosed to the Company LGI with restriction on the use or disclosure thereof, in violation of those restrictions; (iii) TECHIT CMAG and any person performing any services on its behalf for CMAG hereunder shall not, during the term of this Agreement or at any time thereafter, disclose to the Company LGI or induce the Company LGI to use, without prior permission of the owner, any secret or confidential information or material of others of which they are CMAG is or may become possessed; and (iv) Notwithstanding the foregoing, TECHIT CMAG and any person performing services on its behalf for CMAG hereunder shall not be liable for the disclosure of information that which may otherwise be deemed confidential hereunder: (a) if the information is in, or becomes part of, the public domain, other than by CMAG’s disclosure of the information by TECHITinformation; or (b) if the information is furnished to a third party by the Company LGI without restriction on the third party’s right to disseminate the information; or (c) if TECHIT can document that the information is already of record in its CMAG’s files at the time of disclosure, or is disclosed to TECHIT CMAG by a third party as a matter of right; or (d) if the information is disclosed with the CompanyLGI’s written approval; or (e) if the information is compelled to be revealed via subpoena, civil investigative demand or other judicial or administrative process, provided that in such event TECHIT . The provisions of this Section 7 shall provide survive the Company (unless prohibited from so doing) with as much advance notice as is practicable so that the Company may seek an appropriate protective order, and shall limit disclosure strictly to those items term of information as to which disclosure is requiredthis Agreement.

Proprietary Work Product and Confidential Company Information. The Company ABI acknowledges and agrees that any work product produced by TECHIT is CMAG or CMS are for the sole use of the Company ABI and is not intended for distribution to, or to be relied upon by, any third parties. The foregoing shall not limit or restrict or affect any disclosures that the Company determines are appropriate to be made under applicable securities laws or rules or the rules or regulations of any securities exchange and shall not limit or restrict or affect any obligation that any persons performing services hereunder may have to in fulfilling an officer role (e.g., Chief Financial Officer) for the Company and shall in no now way restrict the ability of the Company to share any such work product with its accountants, auditors, advisors, attorneys, officers, directors, board or board committees or others who the Company (or the RC or BOD) determines have a reason to know such information in connection with their dealings with the Company. In addition, TECHIT acknowledges CMAG and agrees CMS acknowledge and agree that as a result of the services to be provided hereunder, the persons performing such services may acquire knowledge and information of a secret and confidential nature. TECHIT CMAG and CMS further acknowledges acknowledge and agrees agree that this information constitutes valuable property of the Company ABI generally not being disseminated or made known to persons or organizations outside the Company ABI at all, or if made known, being done so only under specific and restrictive conditions such as to ensure that it does not become readily available to the public, and also that confidential information of others may be received by the Company ABI with restrictions on its use and disclosure. Accordingly, TECHIT agrees CMAG and CMS each agree that: (i) TECHIT CMAG and CMS and any person performing any services on its behalf for either or both of them hereunder shall not, during the term of this Agreement or at any time thereafter, disclose to anyone outside the Company ABI or use in other than the CompanyABI’s business any secret or confidential information of the Company ABI or its subsidiaries or affiliates, except as authorized by the CompanyABI. The Company ABI information that is not readily available to the public shall be considered secret and confidential for the purpose of this Agreement and shall include, but not be limited to, information relating to the CompanyABI, its subsidiaries and affiliates, customers, processes, products, apparatus, data, compounds, business studies, business and contracting plans, business procedures and finances; (ii) TECHIT CMAG and CMS and any person performing any services on its behalf for either or both of them hereunder shall not, during the term of this Agreement or at any time thereafter, disclose to any other person or use secret or confidential information of others that, to its their knowledge, has been disclosed to the Company ABI with restriction on the use or disclosure thereof, in violation of those restrictions; (iii) TECHIT CMAG and CMS and any person performing any services on its behalf for either or both of them hereunder shall not, during the term of this Agreement or at any time thereafter, disclose to the Company ABI or induce the Company ABI to use, without prior permission of the owner, any secret or confidential information or material of others of which they are or may become possessed; and (iv) Notwithstanding the foregoing, TECHIT CMAG and CMS and any person performing services on its behalf for either or both of them hereunder shall not be liable for the disclosure of information that may otherwise be deemed confidential hereunder: (a) if the information is in, or becomes part of, the public domain, other than by disclosure of the information by TECHITCMAG or CMS; or (b) if the information is furnished to a third party by the Company ABI without restriction on the third party’s right to disseminate the information; or (c) if TECHIT CMAG or CMS can document that the information is already of record in its their files at the time of disclosure, or is disclosed to TECHIT them by a third party as a matter of right; or (d) if the information is disclosed with the CompanyABI’s written approval; or (e) if the information is compelled to be revealed via subpoena, civil investigative demand or other judicial or administrative process, provided that in such event TECHIT CMAG or CMS shall provide the Company (unless prohibited from so doing) with as much advance notice as is practicable so that the Company may seek an appropriate protective order, and shall limit disclosure strictly to those items of information as to which disclosure is required. The provisions of this Section 7 shall survive the term of this Agreement.

Proprietary Work Product and Confidential Company Information. The Company acknowledges and agrees that any work product including, without limitation, any information, advice, recommendations or other content of any reports, presentations or other communications produced by TECHIT AMA is for the sole use of the Company and is not intended for distribution to, or to be relied upon by, any third parties. The foregoing shall not limit or restrict or affect any disclosures that the Company determines are appropriate to be made under applicable securities laws or rules or regulations of any securities exchange and shall not limit or restrict or affect any obligation that any persons performing services hereunder may have to the Company and shall in no way restrict the ability of the Company to share any such work product with its accountants, auditors, advisors, attorneys, officers, directors, board or board committees or others who the Company determines have a reason to know such information in connection with their dealings with the Companyparty. In addition, TECHIT AMA acknowledges and agrees that as a result of the services to be provided hereunder, the persons performing such services may acquire knowledge and information of a secret and confidential nature. TECHIT AMA further acknowledges and agrees that this information constitutes valuable property of the Company generally not being disseminated or made known to persons or organizations outside the Company at all, or if made known, being done so only under specific and restrictive conditions such as to ensure that it does not become readily available to the public, and also that confidential information of others may be received by the Company with restrictions on its use and disclosure. Accordingly, TECHIT AMA agrees that: (i) TECHIT AMA and any person performing any services on its behalf for AMA hereunder shall not, during the term of this Agreement Term or at any time thereafter, disclose to anyone outside the Company or use in other than the Company’s business any secret or confidential information of the Company or its subsidiaries or affiliatesCompany, except as authorized by the Company. The Company information that is not readily available to the public shall be considered secret and confidential for the purpose of this Agreement and shall include, but not be limited to, information relating to the Company, its subsidiaries and affiliates, customers, processes, products, apparatus, data, compounds, business studies, business and contracting plans, business procedures and finances; (ii) TECHIT AMA and any person performing any services on its behalf for AMA hereunder shall not, during the term of this Agreement Term or at any time thereafter, disclose to any other person or use secret or confidential information of others thatothers, which, to its knowledgethe knowledge of AMA, has been disclosed to the Company with restriction on the use or disclosure thereof, in violation of those restrictions; (iii) TECHIT AMA and any person performing any services on its behalf for AMA hereunder shall not, during the term of this Agreement Term or at any time thereafter, disclose to the Company or induce the Company to use, without prior permission of the owner, any secret or confidential information or material of others of which they are AMA is or may become possessed; and (iv) Notwithstanding the foregoing, TECHIT AMA and any person performing services on its behalf for AMA hereunder shall not be liable for the disclosure of information that which may otherwise be deemed confidential hereunder: (a) if the information is in, or becomes part of, the public domain, other than by AMA’s disclosure of the information by TECHIT; orinformation; (b) if the information is furnished to a third party by the Company without restriction on the third party’s right to disseminate the information; or; (c) if TECHIT can document that the information is already of record in its AMA’s files at the time of disclosure, or is disclosed to TECHIT AMA by a third party as a matter of right; or; (d) if the information is disclosed with the Company’s written approval; or (e) if the information is compelled to be revealed via subpoena, civil investigative demand or other judicial or administrative process, provided that in such event TECHIT . The provisions of this Section 7 shall provide survive the Company (unless prohibited from so doing) with as much advance notice as is practicable so that the Company may seek an appropriate protective order, and shall limit disclosure strictly to those items termination of information as to which disclosure is requiredthis Agreement.

Proprietary Work Product and Confidential Company Information. The Company ABI acknowledges and agrees that any work product produced by TECHIT CMAG is for the sole use of the Company ABI and is not intended for distribution to, or to be relied upon by, any third parties. The foregoing shall not limit or restrict or affect any disclosures that the Company determines are appropriate to be made under applicable securities laws or rules or regulations of any securities exchange and shall not limit or restrict or affect any obligation that any persons performing services hereunder may have to the Company and shall in no way restrict the ability of the Company to share any such work product with its accountants, auditors, advisors, attorneys, officers, directors, board or board committees or others who the Company determines have a reason to know such information in connection with their dealings with the Company. In addition, TECHIT CMAG acknowledges and agrees that as a result of the services to be provided hereunder, the persons performing such services may acquire knowledge and information of a secret and confidential nature. TECHIT CMAG further acknowledges and agrees that this information constitutes valuable property of the Company ABI generally not being disseminated or made known to persons or organizations outside the Company ABI at all, or if made known, being done so only under specific and restrictive conditions such as to ensure that it does not become readily available to the public, and also that confidential information of others may be received by the Company ABI with restrictions on its use and disclosure. Accordingly, TECHIT CMAG agrees that: (i) TECHIT CMAG and any person performing any services on its behalf for CMAG hereunder shall not, during the term of this Agreement or at any time thereafter, disclose to anyone outside the Company ABI or use in other than the CompanyABI’s business any secret or confidential information of the Company ABI or its subsidiaries or affiliates, except as authorized by the CompanyABI. The Company ABI information that is not readily available to the public shall be considered secret and confidential for the purpose of this Agreement and shall include, but not be limited to, information relating to the CompanyABI, its subsidiaries and affiliates, customers, processes, products, apparatus, data, compounds, business studies, business and contracting plans, business procedures and finances; (ii) TECHIT CMAG and any person performing any services on its behalf for CMAG hereunder shall not, during the term of this Agreement or at any time thereafter, disclose to any other person or use secret or confidential information of others that, to its knowledgethe knowledge of CMAG, has been disclosed to the Company ABI with restriction on the use or disclosure thereof, in violation of those restrictions; (iii) TECHIT CMAG and any person performing any services on its behalf for CMAG hereunder shall not, during the term of this Agreement or at any time thereafter, disclose to the Company ABI or induce the Company ABI to use, without prior permission of the owner, any secret or confidential information or material of others of which they are CMAG is or may become possessed; and (iv) Notwithstanding the foregoing, TECHIT CMAG and any person performing services on its behalf for CMAG hereunder shall not be liable for the disclosure of information that may otherwise be deemed confidential hereunder: (a) if the information is in, or becomes part of, the public domain, other than by CMAG’s disclosure of the information by TECHITinformation; or (b) if the information is furnished to a third party by the Company ABI without restriction on the third party’s right to disseminate the information; or (c) if TECHIT CMAG can document that the information is already of record in its CMAG’s files at the time of disclosure, or is disclosed to TECHIT CMAG by a third party as a matter of right; or (d) if the information is disclosed with the CompanyABI’s written approval; or (e) if the information is compelled to be revealed via subpoena, civil investigative demand or other judicial or administrative process, provided that in such event TECHIT CMAG shall provide the Company (unless prohibited from so doing) with as much advance notice as is practicable so that the Company may seek an appropriate protective order, and shall limit disclosure strictly to those items of information as to which disclosure is required. The provisions of this Section 7 shall survive the term of this Agreement.

Proprietary Work Product and Confidential Company Information. The Company AGY acknowledges and agrees that any work product produced by TECHIT CMCG is for the sole use of the Company AGY and is not intended for distribution to, or to be relied upon by, any third parties. The foregoing provisions of this Section 7 shall not limit or restrict or affect any disclosures that survive the Company determines are appropriate to be made under applicable securities laws or rules or regulations term of any securities exchange and shall not limit or restrict or affect any obligation that any persons performing services hereunder may have to the Company and shall in no way restrict the ability of the Company to share any such work product with its accountants, auditors, advisors, attorneys, officers, directors, board or board committees or others who the Company determines have a reason to know such information in connection with their dealings with the Companythis Agreement. In addition, TECHIT CMCG acknowledges and agrees that as a result of the services to be provided hereunder, the persons performing such services may acquire knowledge and information of a secret and confidential nature. TECHIT CMCG further acknowledges and agrees that this information constitutes valuable property of the Company AGY generally not being disseminated or made known to persons or organizations outside the Company AGY at all, or if made known, being done so only under specific and restrictive conditions such as to ensure that it does not become readily available to the public, and also that confidential information of others may be received by the Company AGY with restrictions on its use and disclosure. Accordingly, TECHIT CMCG agrees that: (i) TECHIT CMCG and any person performing any services on its behalf for CMCG hereunder shall not, during the term of this Agreement or nor at any time thereafter, disclose to anyone outside the Company AGY or use in other than the Company’s AGY business any secret or confidential information of the Company AGY or its subsidiaries or affiliates, except as authorized by the Companyauthoritative personnel of AGY. The Company AGY information that which is not readily available to the public shall be considered secret and confidential for the purpose of this Agreement and shall include, but not be limited to, information relating to the CompanyAGY, its subsidiaries and affiliates, customers, processes, products, products apparatus, data, compounds, business studies, business and contracting plans, business procedures and finances; (ii) TECHIT CMCG and any person performing any services on its behalf for CMCG hereunder shall not, during the term of this Agreement or nor at any time thereafter, disclose to any other person or use secret or confidential information of others thatothers, which, to its knowledgethe knowledge of CMCG, has been disclosed to the Company AGY with restriction on the use or disclosure thereof, in violation of those restrictions;. (iii) TECHIT CMCG and any person performing any services on its behalf for CMCG hereunder shall not, during the term of this Agreement or nor at any time thereafter, disclose to the Company AGY or induce the Company AGY to use, without prior permission of the owner, any secret or confidential information or material of others of which they are CMCG is or may become possessed; and (iv) Notwithstanding the foregoing, TECHIT CMCG and any person performing services on its behalf for CMCG hereunder shall not be liable for the disclosure of information that which may otherwise be deemed confidential hereunder: (a) if the information is in, or becomes part of, the public domain, other than by CMCG's disclosure of the information by TECHITinformation; or (b) if the information is furnished to a third party by the Company AGY without restriction on the third party’s 's right to disseminate the information; or (c) if TECHIT can document that the information is already of record in its CMCG's files at the time of disclosuredisclosure and not otherwise subject to restriction on the use or disclosure thereof, or is disclosed to TECHIT CMCG by a third party as a matter of right; or (d) if the information is disclosed with the Company’s AGY written approval; or (e) if the information is compelled to be revealed via subpoena, civil investigative demand or other judicial or administrative process, provided that in such event TECHIT shall provide the Company (unless prohibited from so doing) with as much advance notice as is practicable so that the Company may seek an appropriate protective order, and shall limit disclosure strictly to those items of information as to which disclosure is required.

Proprietary Work Product and Confidential Company Information. The Company acknowledges and agrees that any All work product produced by TECHIT is for the Consultant shall be the sole use and exclusive property of the Company and is not intended for distribution to, or to be relied upon by, any third parties. The foregoing shall not limit or restrict or affect any disclosures that the Company determines are appropriate to be made under applicable securities laws or rules or regulations of any securities exchange and shall not limit or restrict or affect any obligation that any persons performing services hereunder may have to the Company and shall in no way restrict the ability of the Company to share any such work product with its accountants, auditors, advisors, attorneys, officers, directors, board or board committees or others who the Company determines have a reason to know such information in connection with their dealings with the CompanyClient. In addition, TECHIT Consultant acknowledges and agrees that as a result of the services to be provided hereunder, the persons performing such services may acquire knowledge and information of a secret and confidential nature. TECHIT Consultant further acknowledges and agrees that this information constitutes valuable property of the Company Client generally not being disseminated or made known to persons or organizations outside the Company Client at all, or if made known, being done so only under specific and restrictive conditions such as to ensure that it does not become readily available to the public, and also that confidential information of others may be received by the Company Client with restrictions on its use and disclosure. Accordingly, TECHIT Consultant agrees that: (ia) TECHIT Consultant and any person performing any services on its behalf for Consultant hereunder shall not, during the term of this Agreement or nor at any time thereafter, disclose to anyone outside the Company Client or use in other than the Company’s Client's business any secret or confidential information of the Company Client or its subsidiaries or affiliates, except as authorized by the Companyauthoritative personnel of Client. The Company Client information that which is not readily available to the public shall be considered secret and confidential for the purpose of this Agreement and shall include, but not be limited to, information relating to the CompanyClient, its subsidiaries and affiliates, customers, processes, products, products apparatus, . data, compounds, business studies, business and contracting plans, business procedures and finances; (iib) TECHIT Consultant and any person performing any services on its behalf for Consultant hereunder shall not, during the term of this Agreement or nor at any time thereafter, disclose to any other person or use secret or confidential information of others thatothers, which, to its knowledgethe knowledge of Consultant, has been disclosed to the Company Consultant with restriction on the use or disclosure thereof, in violation of those restrictions; (iiic) TECHIT Consultant and any person performing any services on its behalf for Consultant hereunder shall not, during the term of this Agreement or nor at any an time thereafter, disclose to the Company Client or induce the Company Consultant to use, without prior permission of the owner, any secret or confidential information or material of others of which they are Consultant is or may become possessed; and (ivd) Notwithstanding the foregoing, TECHIT Consultant and any person performing services on its behalf for Consultant hereunder shall not be liable for the disclosure of information that information, which may otherwise be he deemed confidential hereunder: a(i) if the information is in, or becomes part of, the public domain, other than by Consultant's disclosure of the information by TECHITinformation; or b(ii) if the information is furnished to a third party by the Company CIient without restriction on of the third party’s 's right to disseminate the information; or c(iii) if TECHIT can document that the information is already of record in its Consultant's files at the time of disclosure, or is disclosed to TECHIT Consultant by a third party as a matter of right; or d(iv) if the information is disclosed with the Company’s Client written approval; or e(v) if the information is compelled to be revealed via subpoena, civil investigative demand or other judicial or administrative process, provided that in such event TECHIT shall provide the Company (unless prohibited from so doing) with as much advance notice as is practicable so that the Company may seek an appropriate protective order, and shall limit disclosure strictly to those items of information as to which disclosure is required.