Common use of Restricted Use of Confidential Information Clause in Contracts

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representatives; (v) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information Information: (i) shall will be kept confidential by the Receiving Party; (ii) shall will not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall will not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms and conditions of this Agreement or with the prior written consent of an authorized representative of Seller with respect to the Confidential Information of Seller(eachSeller or Selling Principal (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to the Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer Buyer, Seller, and Seller shall Selling Principal will disclose the Confidential Information of the other party Parties only to its Representatives representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller, or SellerSelling Principal, as the case may be, of the obligations of this Article Section 12 with respect to such informationConfidential Information. Each of Buyer Buyer, Seller, and Seller shall Selling Principal will: (iva) enforce the terms of this Article Section 12 as to its respective representatives; (vb) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article Section 12; and (vic) be responsible and liable for any breach of the provisions of this Article Section 12 by it or its representatives. (b) . Unless and until this Agreement is terminated, Seller shall and Selling Principal will maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders Selling Principal relating to any of the Assets or the Assumed Liabilities. (c) . Notwithstanding the preceding sentence, Seller and Selling Principal may use any Confidential Information of Seller before the Closing only in the Ordinary Course of Business. From and after the Closing, the provisions of this Section 12.2(a) above shall 12 will not apply to or restrict in any manner Buyer's ’s use or disclosure of any Confidential Information of the Seller or Selling Principal relating to the Business or any of the Assets or the Assumed Liabilities. Additionally, from and after the Effective Date, the provisions of this Section 12 will not apply to or restrict in any manner Buyer’s use or disclosure of any Confidential Information of Seller or Selling Principal arising out of or relating to Buyer’s fundraising activities (including, without limitation, disclosure to brokers, underwriters or other investors); provided, however, that the recipient of such Confidential Information agrees to maintain the confidential nature of such Confidential Information.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative Representative of Seller Sellers with respect to Confidential Information of Seller(eachSellers (each, a "“Seller Contact"”) or an authorized representative Representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller Sellers shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or SellerSellers, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller Sellers shall (ivA) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (vB) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (viC) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller Sellers shall maintain as confidential any Confidential Information (including for this purpose any information of Seller Sellers of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders Sellers relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Sellers may use any Confidential Information of Sellers before the Closing in the ordinary course of the Business consistent with past practices in connection with the transactions permitted by Section 6.2. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller Sellers relating solely to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative Representative of Seller Sellers with respect to Confidential Information of Seller(eachSellers (each, a "“Seller Contact"”) or an authorized representative Representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller Sellers shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or SellerSellers, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller Sellers shall (ivA) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (vB) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (viC) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller Sellers shall maintain as confidential any Confidential Information (including for this purpose any information of Seller Sellers of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders Sellers relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Sellers may use any Confidential Information of Sellers before the Closing in the ordinary course of the Business consistent with past practices in connection with the transactions permitted by Section 6.2. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller Sellers relating solely to any of the Assets or the Assumed LiabilitiesLiabilities and not to any Excluded Asset or Assumed Liability.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representatives; (v) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, Seller as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller may use any Confidential Information of Seller before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) a. Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholder (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller and Shareholder shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholder, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholder shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) b. Unless and until this Agreement is terminated, Seller and each Shareholder shall maintain as confidential any Confidential Information (including for this purpose any information of Seller or Shareholder of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders Shareholder relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller may use any Confidential Information of Seller before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2. (c) c. From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller or Shareholder relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. From and after the Closing Date until the two (2) year anniversary thereof, except as may be required by any applicable Law or as otherwise expressly contemplated herein, to further protect the investment of Purchaser in the Business, Seller shall not, and shall cause its Affiliates, and Representatives not to, disclose (or permit to disclose) to any third party (other than Purchaser, its Affiliates and their respective Representatives) any proprietary or otherwise non-public confidential information primarily concerning the Business, the Purchased Assets, or Mavrix, Canton Renewables, XXXX Xxxxxx, Eagle Point or Oklahoma (including any information relating to such Person’s financial condition or operations) (collectively, the “Confidential Information”); provided, however, that Seller may disclose any such Confidential Information as follows: (a) Each Receiving Party acknowledges in connection with the confidential Transactions, to Seller’s Affiliates and proprietary nature its or its Affiliates’ Representatives, which shall also be subject to the requirements of this Section 4.20; (b) to comply with any applicable Law or Order or rule of any stock exchange or securities commission, provided that prior to making any such disclosure Seller shall, to the Confidential Information of the Disclosing Party and agrees that such Confidential Information extent not prohibited by applicable Law, (i) shall promptly provide written notification to Purchaser of any Proceeding of which it is aware which requires such disclosure, the nature of such information to be kept confidential by disclosed, and a description of the Receiving Party; legal provisions requiring such disclosure, (ii) shall not be used for any reason use commercially reasonable efforts to limit or purpose other than to evaluate and consummate the Contemplated Transactions; prevent such disclosure, and (iii) without limiting if disclosure is ultimately required, use commercially reasonable efforts to provide Purchaser a reasonable opportunity to review the foregoingproposed disclosure and comment thereon, shall not and use commercially reasonable efforts to obtain an Order or other reliable assurance that confidential treatment will be accorded to such disclosed by information; (c) to the Receiving Party extent that the Confidential Information (1) is or becomes generally available to any Person, except in each case as otherwise expressly permitted by the terms public through no violation of this Agreement by Seller (or with the prior written consent its Affiliates or Representatives) making such disclosure, (2) is or becomes available to any of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein and are informed by Buyer or Seller, as the case may beits Affiliates or its or their Representatives on a non-confidential basis from a source which, of the obligations of this Article 12 with respect to such information. Each parties’ knowledge, is not prohibited from disclosing such information to such party by a legal, contractual or fiduciary obligation, or (3) is developed by any of Buyer and Seller shall (iv) enforce Seller, its Affiliates or its or their Representatives after the terms of this Article 12 as to its respective representatives; (v) take such action Closing Date, to the extent necessary to cause it is demonstrable by Seller, its representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it Affiliates or its representatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's their Representatives that such development was done without use of any Confidential Information of the Seller relating Information; (d) as consented to in writing by Purchaser or any of its Affiliates or its or their Representatives; and (e) in connection with the Assets enforcement, exercise or defense of its rights regarding the Assumed LiabilitiesTransactions or under any Transaction Agreement.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholders (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholders, as the case may be, of the obligations of this Article 12 XII with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholders shall (iv) enforce the terms of this Article 12 XII as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12XII; and (vi) be responsible and liable for any breach of the provisions of this Article 12 XII by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller and each Shareholder shall maintain as confidential any Confidential Information (including for this purpose any information of Seller or Shareholders of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller may use any Confidential Information of Seller before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information Information: (i) shall will be kept confidential by the Receiving Party; (ii) shall will not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall will not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms and conditions of this Agreement or with the prior written consent of an authorized representative of Seller Company with respect to the Confidential Information of Seller(eachCompany or Company Shareholders (each, a "Seller “Company Contact"”) or an authorized representative of Buyer Purchaser with respect to the Confidential Information of Buyer Purchaser (each, a "Buyer “Purchaser Contact"”). Each of Buyer Purchaser, Company, and Seller shall Company Shareholders will disclose the Confidential Information of the other party Parties only to its Representatives representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Purchaser, Company, or SellerCompany Shareholders, as the case may be, of the obligations of this Article 12 Section 10 with respect to such informationConfidential Information. Each of Buyer Purchaser, Company, and Seller shall Company Shareholders will: (iva) enforce the terms of this Article 12 Section 10 as to its respective representatives; (vb) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article 12Section 10; and (vic) be responsible and liable for any breach of the provisions of this Article 12 Section 10 by it or its representatives. (b) . Unless and until this Agreement is terminated, Seller shall Company and Company Shareholders will maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether Company or not disclosed to Buyer) of the Seller or Company Shareholders relating to any of the Assets assets or the Assumed Liabilities. (c) liabilities. Notwithstanding the preceding sentence, Company and Company Shareholders may use any Confidential Information of Company before the Closing only in the Ordinary Course of business. From and after the Closing, the provisions of this Section 12.2(a) above shall 10 will not apply to or restrict in any manner Buyer's Purchaser’s use or disclosure of any Confidential Information of the Seller Company or Company Shareholders relating to the business or any of the Assets assets or the Assumed Liabilitiesliabilities. Additionally, from and after the Effective Date, the provisions of this Section 10 will not apply to or restrict in any manner Purchaser’s use or disclosure of any Confidential Information of Company or Company Shareholders arising out of or relating to Purchaser’s fundraising activities (including, without limitation, disclosure to brokers, underwriters or other investors); provided, however, that the recipient of such Confidential Information agrees to maintain the confidential nature of such Confidential Information.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller Parascript with respect to Confidential Information of Seller(eachParascript (each, a "Seller “Parascript Contact"”) or an authorized representative of Buyer AHC with respect to Confidential Information of Buyer AHC (each, a "Buyer “AHC Contact"”). Each of Buyer AHC and Seller Parascript shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer AHC or SellerParascript, as the case may be, of the obligations of this Article 12 15 with respect to such information. Each of Buyer AHC and Seller Parascript shall (iv) enforce the terms of this Article 12 15 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 1215; and (vi) be responsible and liable for any breach Breach of the provisions of this Article 12 15 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller Parascript shall maintain as confidential any Confidential Information (including for this purpose any information of Seller Parascript of the type referred to in Sections 12.l(a)(i15.1(a)(i), (ii15.1(a)(ii) and (iii15.1(a)(iii)), whether or not disclosed to Buyer) AHC, of the Seller or Shareholders Parascript relating to any of Parascript’s assets or Parascript’s Liabilities. Notwithstanding the Assets or preceding sentence, Parascript may use any Confidential Information of Parascript before the Assumed LiabilitiesClosing in the Ordinary Course of Business in connection with the transactions permitted by Section 6.2. (c) From and after the Closing, the provisions of Section 12.2(a15.2(a) above shall not apply to or restrict in any manner Buyer's AHC’s use of any Confidential Information of the Seller Parascript relating to any of the Assets Parascript’s assets or the Assumed Parascript’s Liabilities.

Restricted Use of Confidential Information. (a) Each Except as otherwise required by applicable law or regulatory authority, each Receiving Party acknowledges the agrees to keep confidential and proprietary nature of not disclose, and cause its Representatives to keep confidential and not disclose, to any person the Confidential Information it or its Representatives receives from the Disclosing Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and agrees that provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and . The Receiving Party shall be responsible for any violations of the provisions of this Agreement caused by any of the Receiving Party’s Representatives. (iiib) without limiting the foregoingExcept as otherwise required by applicable law or regulatory authority, shall not be disclosed by the Receiving Party will not, and will direct the Receiving Party’s Representatives not to, disclose to any Personother person that such Confidential Information has been made available, except in each case as otherwise expressly permitted by that discussions or negotiations are taking place concerning the Contemplated Transactions, or any of the terms, conditions or other facts with respect to the Contemplated Transactions, including the status thereof, or the terms of this Agreement or with Agreement, without the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representatives; (v) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesDisclosing Party. (bc) Unless and until this Agreement is terminated, Seller and each Shareholder shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Purchased Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller may use any Confidential Information of Seller, to the extent that Seller possessed such Confidential Information before any disclosure by Buyer, before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2 (“Operation of the Business of Seller”). (cd) From and after the Closing, the provisions of Section Sections 12.2(a) and 12.2(b) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of Seller or the Seller Shareholders relating to any of the Purchased Assets or the Assumed Liabilities. In the event this Agreement is terminated pursuant to Section 9.1, Buyer and Seller hereby agree that, notwithstanding Section 13.7, the Confidentiality Letter Agreement, dated August 3, 2005, between Buyer and Seller shall remain in full force and effect.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactionstransactions contemplated hereby; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an any authorized representative of Seller Purchaser with respect to Confidential Information of Seller(eachPurchaser (each, a "Seller Purchaser Contact") or an authorized representative of Buyer Vendor with respect to Confidential Information of Buyer Vendor (each, a "Buyer Vendor Contact"). Each of Buyer Vendor and Seller Purchaser and Workstream shall disclose the Confidential Information of the other party only to its Representatives representatives who require such material for the purpose of evaluating the transactions contemplated herein and are informed by Buyer Vendor, Purchaser or Seller, Workstream as the case may be, of the obligations of this Article 12 10 with respect to such information. Each of Buyer Vendor, Purchaser and Seller Workstream shall (iv) enforce the terms of this Article 12 10 as to its respective representatives; (v) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article 1210; and (vi) be responsible and liable for any breach of the provisions of this Article 12 10 by it or its representatives. (b) Unless and until this Agreement is terminated, Seller Vendor shall maintain as confidential any Confidential Information (including for this purpose any information of Seller Vendor of the type referred to in Sections 12.l(a)(i10.2 (a) (i), (ii) and (iii), whether or not disclosed to BuyerPurchaser) of the Seller or Shareholders Vendor relating to any of the Assets or Purchased Assets. Notwithstanding the Assumed Liabilitiespreceding sentence, Vendor may use any Confidential Information of Vendor before the Closing in the ordinary course of the Business of the Vendor. (c) From and after the Closing, the provisions of Section 12.2(a10.2 (a) above shall not apply to or restrict in any manner BuyerPurchaser's use of any Confidential Information of the Seller Vendor relating to any of the Assets or the Assumed LiabilitiesAssets.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges From and after the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information Execution Date, except as may be required by any applicable Law or as otherwise expressly contemplated herein, (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason neither Party nor either of their respective Affiliates, employees, agents, consultants, advisers, or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) representatives shall, without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative the other Party, disclose (or permit to disclose) to any third Person the existence of this Agreement, the subject matter or terms hereof (including the Consideration), any proprietary or otherwise confidential information concerning the business or affairs of the other Party which it may have acquired from such Party at any time in the course of pursuing the Contemplated Transactions and negotiating and executing this Agreement, and (ii) to further protect the investment of Buyer in the Alon Shares and in addition to the obligations of Seller with respect under any of the Confidentiality Agreements, Seller shall not, and shall cause its Affiliates, employees, agents, consultants, advisers, and representatives not to, disclose (or permit to disclose) to any third Person any proprietary or otherwise non-public confidential information concerning the business or affairs of the Alon Entities or their Subsidiaries obtained thereby at any time (including the current and historical capital structure of the Alon Entities and their Subsidiaries or any other information relating to the financial condition or operations of the Alon Entities and their Subsidiaries or any dealings between Seller and the Alon Entities or their Subsidiaries at any time) (collectively, the “Confidential Information”); provided, however, that either Party may disclose any such Confidential Information as follows: (i) in connection with the Contemplated Transactions, to such Party’s Affiliates and its or its Affiliates’ employees, lenders, counsel, or accountants, which shall also be subject to the requirements of Seller(eachthis Section 10.10; (ii) to comply with any applicable Law or Order, provided, that prior to making any such disclosure the Party making the disclosure shall, to the extent not prohibited by applicable Law, (A) promptly provide written notification to the other Party of any Proceeding of which it is aware which may result in disclosure, the nature of such information to be disclosed, and a "Seller Contact"description of the legal provisions requiring such disclosure, (B) use all Commercially Reasonable Efforts to limit or prevent such disclosure, and (C) if disclosure is ultimately required, use all Commercially Reasonably Efforts to provide the other Party a reasonable opportunity to review the proposed disclosure and comment thereon, and use all Commercially Reasonable Efforts to obtain an authorized representative of Buyer with respect order or other reliable assurance that confidential treatment will be accorded to Confidential Information of Buyer such disclosed information; (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose iii) to the extent that the Confidential Information is or becomes generally available to the public through no fault of the other party only to Party, or its Representatives who require Affiliates or representatives, making such material for the purpose of evaluating the transactions contemplated herein disclosure; and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce to the extent that the same information becomes available to the Party making such disclosure on a non-confidential basis from a source other than a Party or its Affiliates or representatives, which source is not prohibited from disclosing such information by any legal, Contractual, or fiduciary obligation. Seller may disclose to the Alon Entities such of the Confidential Information regarding this Agreement and the subject matter or terms hereof as may be reasonably necessary in connection with the Contemplated Transactions; provided, that prior to providing such Confidential Information to the Alon Entities, the Alon Entities shall have been informed by Seller of the terms of this Article 12 as Section 10.10, and shall have agreed in writing to its respective representatives; (v) take keep such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred confidential and not to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilitiesdisclose it. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information Information: (i) shall will be kept confidential by the Receiving Party; (ii) shall will not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall will not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms and conditions of this Agreement or with the prior written consent of an authorized representative of Seller with respect to the Confidential Information of Seller(eachSeller or Selling Principals (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to the Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer Buyer, Seller, and Seller shall Selling Principals will disclose the Confidential Information of the other party Parties only to its Representatives representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller, or SellerSelling Principals, as the case may be, of the obligations of this Article Section 12 with respect to such informationConfidential Information. Each of Buyer Buyer, Seller, and Seller shall Selling Principals will: (iva) enforce the terms of this Article Section 12 as to its respective representatives; (vb) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article Section 12; and (vic) be responsible and liable for any breach of the provisions of this Article Section 12 by it or its representatives. (b) . Unless and until this Agreement is terminated, Seller shall and Selling Principals will maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders Selling Principals relating to any of the Assets or the Assumed Liabilities. (c) . Notwithstanding the preceding sentence, Seller and Selling Principals may use any Confidential Information of Seller before the Closing only in the Ordinary Course of Business. From and after the Closing, the provisions of this Section 12.2(a) above shall 12 will not apply to or restrict in any manner Buyer's ’s use or disclosure of any Confidential Information of the Seller or Selling Principals relating to the Business or any of the Assets or the Assumed Liabilities. Additionally, from and after the Effective Date, the provisions of this Section 12 will not apply to or restrict in any manner Buyer’s use or disclosure of any Confidential Information of Seller or Selling Principals arising out of or relating to Buyer’s fundraising activities (including, without limitation, disclosure to brokers, underwriters, market makers, or other investors); provided, however, that the recipient of such Confidential Information agrees to maintain the confidential nature of such Confidential Information.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges From and after the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information date hereof, except as may be required by any applicable Law or as otherwise expressly contemplated herein, (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason neither Party nor either of their respective Affiliates, employees, agents, consultants, advisers, or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) representatives shall, without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative the other Party, disclose (or permit to disclose) to any third Person the existence of this Agreement, the subject matter or terms hereof (including the Purchase Price), any proprietary or otherwise confidential information concerning the business or affairs of the other Party which it may have acquired from such Party at any time in the course of pursuing the Contemplated Transactions and negotiating and executing this Agreement, and (ii) to further protect the investment of Buyer in the Lion Shares and in addition to the obligations of Seller with respect under any of the Confidentiality Agreements, Seller shall not, and shall cause its Affiliates, employees, agents, consultants, advisers, and representatives not to, disclose (or permit to disclose) to any third Person any proprietary or otherwise non-public confidential information concerning the business or affairs of Lion Oil obtained thereby at any time (including the current and historical capital structure of Lion Oil or any other information relating to Lion Oil’s financial condition or operations or any dealings between Seller and Lion Oil at any time) (collectively, the “Confidential Information”); provided, however, that either Party may disclose any such Confidential Information as follows: (i) in connection with the Contemplated Transactions, to such Party’s Affiliates and its or its Affiliates’ employees, lenders, counsel, or accountants, which shall also be subject to the requirements of Seller(eachthis Section 10.10; (ii) to comply with any applicable Law or Order, provided, that prior to making any such disclosure the Party making the disclosure shall, to the extent not prohibited by applicable Law, (A) promptly provide written notification to the other Party of any Proceeding of which it is aware which may result in disclosure, the nature of such information to be disclosed, and a "Seller Contact"description of the legal provisions requiring such disclosure, (B) use all Commercially Reasonable Efforts to limit or prevent such disclosure, and (C) if disclosure is ultimately required, use all Commercially Reasonably Efforts to provide the other Party a reasonable opportunity to review the proposed disclosure and comment thereon, and use all Commercially Reasonable Efforts to obtain an authorized representative of Buyer with respect order or other reliable assurance that confidential treatment will be accorded to Confidential Information of Buyer such disclosed information; (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose iii) to the extent that the Confidential Information is or becomes generally available to the public through no fault of the other party only to Party, or its Representatives who require Affiliates or representatives, making such material for the purpose of evaluating the transactions contemplated herein disclosure; and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce to the extent that the same information becomes available to the Party making such disclosure on a non-confidential basis from a source other than a Party or its Affiliates or representatives, which source is not prohibited from disclosing such information by any legal, Contractual, or fiduciary obligation. Seller may disclose to Lion Oil such of the Confidential Information regarding this Agreement and the subject matter or terms hereof as may be reasonably necessary in connection with the Contemplated Transactions; provided, that prior to providing such Confidential Information to Lion Oil, Lion Oil shall have been informed by Seller of the terms of this Article 12 Section 10.10, and shall have agreed in writing to keep such Confidential Information confidential and not to disclose it. Seller may also disclose to, and discuss with, the shareholders of Lion Oil set forth in Schedule 5.6 and their respective agents, consultants, advisors, and representatives such of the Confidential Information regarding this Agreement and the subject matter or terms hereof as to its respective representatives; (v) take such action to the extent may be reasonably necessary to cause its representatives to comply in connection with the terms and conditions satisfaction of Seller’s obligations under Section 5.6, including, upon request by such shareholder, a copy of this Article 12Agreement conspicuously marked on the first page thereof as “Private and Confidential”; and (vi) be responsible and liable for provided, that prior to providing or discussing any breach of the provisions such Confidential Information, including any copy of this Article 12 Agreement, to any such shareholder or any of their respect agents, consultants, advisors, and representatives, the shareholder and each of his agents, consultants, advisors, and representatives receiving such information (A) shall have been informed by it or its representatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i)terms of this Section 10.10, (ii) and (iii)B) shall have entered into a confidentiality agreement with Buyer, whether or not disclosed in form and substance satisfactory to Buyer) , regarding the confidential nature of such information and the Seller or Shareholders relating to any of the Assets or the Assumed Liabilitiesrestricted use thereof. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller Bizarre with respect to Confidential Information of Seller(eachBizarre or Shareholders (each, a "Seller ContactBIZARRE CONTACT") or an authorized representative of Buyer JKP Sub with respect to Confidential Information of Buyer JKP Sub (each, a "Buyer ContactJKP SUB CONTACT"). Each of Buyer JKP Sub and Seller Bizarre and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer JKP Sub, Bizarre or SellerShareholders, as the case may be, of the obligations of this Article 12 14 with respect to such information. Each of Buyer JKP Sub, Bizarre and Seller Shareholders shall (iv) enforce the terms of this Article 12 14 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 1214; and (vi) be responsible and liable for any breach of the provisions of this Article 12 14 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller Bizarre and each Shareholder shall maintain as confidential any Confidential Information (including for this purpose any information of Seller Bizarre or Shareholders of the type referred to in Sections 12.l(a)(i14.1(a)(i), (ii) and (iii), whether or not disclosed to BuyerJKP Sub) of the Seller Bizarre or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) From and after the Closing, the provisions of Section 12.2(a14.2(a) above shall not apply to or restrict in any manner BuyerJKP Sub's use of any Confidential Information of the Seller Bizarre or Shareholders relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall will be kept confidential by the Receiving Party; , (ii) shall will not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; Transactions and (iii) without limiting the foregoing, shall will not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller shall will disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 11 with respect to such information. Each of Buyer and Seller shall will (ivA) enforce the terms of this Article 12 11 as to its respective representatives; Representatives, (vB) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; 11 and (viC) be responsible and liable for any breach of the provisions of this Article 12 11 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall will maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller may use any Confidential Information of Seller before the Closing in the ordinary course of business. (c) From and after the Closing, the provisions of Section 12.2(a11.2(a) above shall will not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Both Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or and the Assumed LiabilitiesLiability. Notwithstanding the preceding sentence, Seller may use any Confidential Information of Seller before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller relating to any of the Assets or the Assumed LiabilitiesAssets.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholders (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholders, as the case may be, of the obligations of this Article Section 12 with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholders shall (iv) enforce the terms of this Article Section 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article Section 12; and (vi) be responsible and liable for any breach Breach of the provisions of this Article Section 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller and Shareholders shall maintain as confidential any Confidential Information (including for this purpose any information of Seller or Shareholders of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii12.1(a)(ii) and (iii12.1(a)iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller may use any Confidential Information of Seller before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; , (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; Transactions and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller Sellers with respect to Confidential Information of Seller(eachSellers (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller Sellers shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article ARTICLE 12 with respect to such information. Each of Buyer and Seller Sellers shall (iv1) enforce the terms of this Article ARTICLE 12 as to its respective representatives; Representatives, (v2) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; ARTICLE 12 and (vi3) be responsible and liable for any breach of the provisions of this Article ARTICLE 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller Sellers shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders Sellers relating to any of the Acquired Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Sellers may use any Confidential Information of Sellers before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller Sellers relating to any of the Acquired Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "Seller ContactSELLER CONTACT") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer ContactBUYER CONTACT"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller may use any Confidential Information of Seller before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholders (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholders, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholders shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representatives. (b) Unless Representatives. From and until after the Closing, the provisions of this Agreement is terminated, Seller Section shall maintain as confidential not apply to or restrict in any manner Buyer’s use of any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated TransactionsTransactions or as otherwise specifically permitted by this Agreement; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact")Buyer. Each of Buyer and Seller shall each disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions or for any other purpose specifically permitted by this Agreement, and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 9 with respect to such information. Each of Buyer and Seller shall each (ivA) enforce the terms of this Article 12 9 as to its respective representativesRepresentatives; (vB) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 129; and (viC) be responsible and liable for any breach of the provisions of this Article 12 9 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to the Gaithersburg Business, any of the Assets or the Assumed Liabilities. (c) From and after the Closing, the provisions of Section 12.2(a9.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller relating to the Gaithersburg Business, any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholders (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholders, as the case may be, of the obligations of this Article 12 11 with respect to such information. Each of Buyer and each Seller shall (iv) enforce the terms of this Article 12 11 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 1211; and (vi) be responsible and liable for any breach of the provisions of this Article 12 11 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) From and after the Closing, subject to the provisions of Section 12.2(a11.6, the provisions of Section 11.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller Sellers relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach Breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii12.1(a)(ii) and (iii12.1(a)(iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or Business. Notwithstanding the Assumed Liabilitiespreceding sentence, Seller may use any Confidential Information of Seller before the Closing in the Ordinary Course of Business, but solely in connection with the transactions permitted by Section 5.2. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller relating to the Business. (d) From and after the Closing, Seller shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any of and all Confidential Information concerning the Assets or the Assumed LiabilitiesBusiness.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information Information: (i) shall will be kept confidential by the Receiving Party; (ii) shall will not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall will not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms and conditions of this Agreement or with the prior written consent of an authorized representative of Seller with respect to the Confidential Information of Seller(eachSeller or Selling Principal (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to the Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer Buyer, Seller, and Seller shall Xxxxxxx Principal will disclose the Confidential Information of the other party Parties only to its Representatives representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Xxxxx, Seller, or SellerSelling Principal, as the case may be, of the obligations of this Article Section 12 with respect to such informationConfidential Information. Each of Buyer Buyer, Seller, and Seller shall Selling Principal will: (iva) enforce the terms of this Article Section 12 as to its respective representatives; (vb) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article Section 12; and (vic) be responsible and liable for any breach of the provisions of this Article Section 12 by it or its representatives. (b) . Unless and until this Agreement is terminated, Seller shall and Selling Principal will maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders Selling Principal relating to any of the Assets or the Assumed Liabilities. (c) . Notwithstanding the preceding sentence, Seller and Selling Principal may use any Confidential Information of Seller before the Closing only in the Ordinary Course of Business. From and after the Closing, the provisions of this Section 12.2(a) above shall 12 will not apply to or restrict in any manner Buyer's ’s use or disclosure of any Confidential Information of the Seller or Selling Principal relating to the Business or any of the Assets or the Assumed Liabilities. Additionally, from and after the Effective Date, the provisions of this Section 12 will not apply to or restrict in any manner Buyer’s use or disclosure of any Confidential Information of Seller or Selling Principal arising out of or relating to Buyer’s fundraising activities (including, without limitation, disclosure to brokers, underwriters or other investors); provided, however, that the recipient of such Confidential Information agrees to maintain the confidential nature of such Confidential Information.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of the Seller Representative with respect to Confidential Information of Seller(eachSellers (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller Sellers shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or SellerSellers, as the case may be, of the obligations of this Article 12 XII with respect to such information. Each of Buyer and Seller Sellers shall (iv) enforce the terms of this Article 12 XII as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12XII; and (vi) be responsible and liable for any breach of the provisions of this Article 12 XII by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller Sellers shall maintain as confidential any Confidential Information (including for this purpose any information of Seller Sellers of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to Sellers regarding any of the Xxxxxxx Business, the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Sellers may use any Confidential Information of any Seller before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2 but following the Closing Sellers shall not have the right to use any Confidential Information included in the Assets except for tax and financial reporting purposes, tax contests, third party claims (relating to Assumed Liabilities, Retained Liabilities or otherwise), and in post-Closing matters with the Buyer under this Agreement or any Ancillary Agreements. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller Sellers included in the Assets; provided that Buyer shall have the right to use any Confidential Information not included in the Assets for tax and financial reporting purposes, tax contests, third party claims (relating to Retained Liabilities, Assumed Liabilities or otherwise) and in post-Closing matters with the Sellers under this Agreement or any of the Assets or the Assumed LiabilitiesAncillary Agreements.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "Seller ContactSELLER CONTACT") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer ContactBUYER CONTACT"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Acquired Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller may use any Confidential Information of Seller before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller relating to any of the Acquired Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. The Recipient agrees that the Confidential Information (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall will be kept confidential by the Receiving Party; Recipient and the Recipient's Representatives and (b) without limiting the foregoing, will not be disclosed by the Recipient or the Recipients Representatives to any person (including current or prospective financing sources) except with the specific prior written consent of Xxxxx X. Xxxxxx (the "Company Contact") or except as expressly otherwise permitted by the terms of this letter agreement. It is understood that the Recipient may disclose Confidential Information to only those of the Recipient's Representatives who (i) require such material for the purpose of evaluating a possible Transaction (but to the extent practicable, only such part that is so required and without revealing the possible Transaction), and (ii) shall are informed by the Recipient of the confidential nature of the Confidential Material and the obligations of this letter agreement. The Recipient Xxxxxx agrees that the Recipient and the Recipient's Representatives will not be used use any of the Confidential Information either for any reason or purpose other than to evaluate a possible Transaction or in any way detrimental to the Company (it being acknowledged that any use other than evaluation of and consummate negotiating the Contemplated Transactions; and (iii) without limiting the foregoing, shall not possible Transaction will be disclosed by the Receiving Party deemed detrimental). The Recipient also agrees to any Person, except in each case as otherwise expressly permitted by be responsible for enforcing the terms of this Agreement or with letter agreement as to the prior written consent Recipient's Representatives and the confidentiality of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only and to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representatives; (v) take such action action, legal or otherwise, to the extent necessary to cause its representatives them to comply with the terms and conditions of this Article 12; letter agreement and (vi) be responsible and liable for Xxxxx Xxxxxx Confidentiality Agreement July 29, 1999 thereby prevent any breach disclosure of the provisions of this Article 12 by it or its representatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to by any of the Assets or Recipients Representatives (including all actions that the Assumed LiabilitiesRecipient would take to protect its own trade secrets and confidential information). (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; , (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; Transactions and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller or IEA with respect to Confidential Information of Seller(eachSeller or IEA (each, a "“Seller Contact"”) or an authorized representative of Buyer or Fortco Plastics with respect to Confidential Information of Buyer or Fortco Plastics (each, a "“Buyer Contact"”). Each of Buyer and Fortco Plastics, on the one hand, and Seller and IEA, on the other hand, shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Fortco Plastics, Seller or SellerIEA, as the case may be, of the obligations of this Article 12 9 with respect to such information. Each of Buyer Buyer, Fortco Plastics, Seller and Seller IEA shall (ivx) enforce the terms of this Article 12 9 as to its respective representatives; Representatives, (vy) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; 9 and (viz) be responsible and liable for any breach of the provisions of this Article 12 9 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller and IEA shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i9.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed LiabilitiesAssets. (c) From and after the Closing, the provisions of Section 12.2(a9.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller relating to any of the Assets or the Assumed LiabilitiesAssets.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller Sellers with respect to Confidential Information of Seller(eachSellers (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller Sellers shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or SellerSellers, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller Sellers shall (ivA) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (vB) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (viC) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller Sellers shall maintain as confidential any Confidential Information (including for this purpose any information of Seller Sellers of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders Sellers relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Sellers may use any Confidential Information of Sellers before the Closing in the ordinary course of business consistent with past practices in connection with the transactions permitted by Section 6.2. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller Sellers relating solely to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholder (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller and Shareholder shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholder, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholder shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller and Shareholder shall maintain as confidential any Confidential Information (including for this purpose any information of Seller or Shareholder of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders Shareholder relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller may use any Confidential Information of Seller before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller or Shareholder relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller PRB with respect to Confidential Information of Seller(eachPRB or Shareholders (each, a "Seller PRB Contact") or an authorized representative of Buyer PACIFIC with respect to Confidential Information of Buyer PACIFIC (each, a "Buyer PACIFIC Contact"). Each of Buyer PACIFIC and Seller PRB and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer PACIFIC, PRB or SellerShareholders, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer PACIFIC, PRB and Seller Shareholders shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller PRB and each Shareholder shall maintain as confidential any Confidential Information (including for this purpose any information of Seller PRB or Shareholders of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to BuyerPACIFIC) of the Seller PRB or Shareholders relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, PRB may use any Confidential Information of PRB before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner BuyerPACIFIC's use of any Confidential Information of the Seller PRB or Shareholders relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholders (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholders, as the case may be, of the obligations of this Article 12 I with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholders shall (iv) enforce the terms of this Article 12 I as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12I; and (vi) be responsible and liable for any breach of the provisions of this Article 12 I by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller and each Shareholder shall maintain as confidential any Confidential Information (including for this purpose any information of Seller or Shareholders of the type referred to in Sections 12.l(a)(i7.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) From and after the Closing, the provisions of Section 12.2(a7.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) 12.2.1 Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Equityholder (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer or Isonics (each, a "Buyer Contact"). Each of Buyer and Isonics, on the one hand, and Seller and Equityholder, on the other hand, shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Isonics, Seller or SellerEquityholder, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Isonics, Seller and Seller Equityholder shall (ivA) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (vB) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (viC) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) 12.2.2 Unless and until this Agreement is terminated, Seller and Equityholder shall maintain as confidential any Confidential Information (including for this purpose any information of Seller or Equityholder of the type referred to in Sections 12.l(a)(i12.1.1(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders Equityholder relating to any of the Assets or the Assumed LiabilitiesLiabilities as it generally would in the Ordinary Course of Business. Notwithstanding the preceding sentence, Seller may use any Confidential Information of Seller before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2. (c) 12.2.3 From and after the Closing, the provisions of Section 12.2(a) 12.2.1 above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; , (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; Transactions and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) use their Best Efforts to enforce the terms of this Article 12 as to its respective representatives; (v) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representatives. (b) Unless and until this Agreement is terminated, Representatives. Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) . Notwithstanding the preceding sentence, Seller may use any Confidential Information of Seller before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2. From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholders (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Xxxxx, Seller or SellerShareholders, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholders shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller and each Shareholder shall maintain as confidential any Confidential Information (including for this purpose any information of Seller or Shareholders of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller may use any Confidential Information of Seller before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, Seller (a "Seller Contact") or an authorized representative of Buyer Buyers with respect to Confidential Information of Buyer Buyers (each, a "Buyer Buyers Contact"). Each of Buyer and Seller A Receiving Party shall disclose the Confidential Information of the other party a Disclosing Party only to its the Receiving Party's Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, Receiving Party of the obligations of this Article 12 Section 10 with respect to such information. Each of Buyer and Seller Receiving Party shall (ivA) enforce the terms of this Article 12 Section 10 as to its respective representativesRepresentatives; (vB) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12Section 10; and (viC) be responsible and liable for any breach of the provisions of this Article 12 Section 10 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (of Seller relating to any of the Assets or the Assumed Liabilities, including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i1.01(g)(i), (ii) ), and (iii), whether or not disclosed to Buyer) Buyers. Notwithstanding the preceding sentence, Seller may use any Confidential Information of Seller before the Seller or Shareholders relating to any Closing in the Ordinary Course of Business in connection with the Assets or the Assumed Liabilitiestransactions permitted by Section 7.02. (c) From and after the Closing, the provisions of Section 12.2(a10.01(a) above shall not apply to or restrict in any manner Buyer's Buyers' use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachsuch Seller or the Gift Business (each, a "“Seller Contact"”) or an authorized representative of the Buyer with respect to Confidential Information of the Buyer or the Encore Business (each, a "“Buyer Contact"”). Each of Buyer and Seller the parties shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, applicable party of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller the parties shall (ivx) enforce the terms of this Article 12 as to its respective representativesAffiliates and Representatives; (vy) take such action to the extent necessary to cause its representatives Affiliates and Representatives to comply with the terms and conditions of this Article 12; and (viz) be responsible and liable for any breach of the provisions of this Article 12 by it it, its Affiliates or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller the type referred to in Sections 12.1(a), whether or not disclosed to either Company) relating to the Gift Business. Unless and until this Agreement is terminated, the Buyer shall maintain as confidential any Confidential Information (including for this purpose any information of the type referred to in Sections 12.l(a)(i), (ii) and (iii12.1(a), whether or not disclosed to BuyerSeller) of the Seller or Shareholders relating to any of the Assets or the Assumed LiabilitiesEncore Business. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller relating to any of the Assets or the Assumed LiabilitiesGift Business.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent Consent of an authorized representative Representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative Representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact")Buyer. Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, and Seller as the case may be, of the obligations of this Article 12 XIII with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 XIII as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12XIII; and (vi) be responsible and liable for any breach Breach of the provisions of this Article 12 XIII by it or its representatives. (b) Representatives. Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i13.1(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) . From and after the Closing, the provisions of Section 12.2(a) 13.2 above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Buyer shall not disclose to third parties, without Seller’s prior written consent, any of Seller’s Confidential Information, including but not limited to, Seller’s research, production, operational, or testing methods, results, or calculation techniques and shall not use Seller’s Confidential Information as a basis for developing competing methods, results or calculation techniques. Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, Seller as the case may be, of the obligations of this Article 12 8 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 8 as to its it respective representatives; Representatives (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 128; and (vi) be responsible and liable for any breach of the provisions of this Article 12 8 by it or its representatives. (b) Unless and until this Agreement is terminatedRepresentatives. Notwithstanding the above, Seller Buyer shall maintain as confidential any Confidential Information (including for this purpose any information have the right to use those trade secrets of Seller listed on Schedule 8.2(a) which relate only to the operation of the type referred equipment located in the Lab and shall not be free to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to transfer any of the Assets or the Assumed Liabilitiessuch trade secrets to Third Parties. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information Information: (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact")the Disclosing Party. Each of Buyer Buyer, Parent and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating and consummating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Parent or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Parent, and Seller shall Sellers shall: (ivA) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (vB) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (viC) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's ’s or Parent’s use of any Confidential Information of the Seller Sellers relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller may use any Confidential Information of Seller before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12Article; and (vi) be responsible and liable for any breach of the provisions of this Article 12 VIII by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminatedFor a period of five (5) years following the Closing Date, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i9.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) From and after the Closing, the provisions of Section 12.2(a9.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholders (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholders, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholders shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representatives. (bRepresentatives. From and after the Closing, the provisions of this Section shall not apply to or restrict in any manner Buyer’s use of any Exhibit 10(a) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller Sellers with respect to Confidential Information of Seller(eacha Seller or Shareholder (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller Sellers and Shareholder shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Sellers, or SellerShareholder, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Sellers, and Seller Shareholder shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller Sellers and Shareholder shall maintain as confidential any Confidential Information (including for this purpose any information of Seller or Shareholder of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders Shareholder relating to the Business, any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, a Seller may use any Confidential Information of Seller before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller or Shareholder relating to the Business any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving PartyParty using at least the same degree of care that the Receiving Party uses to protect its own proprietary information; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative officer of Seller Amarin with respect to Confidential Information of Seller(eachAmarin (each, a "Seller “Amarin Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller Amarin shall disclose the Confidential Information of the other party only to its Representatives who reasonably require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or SellerAmarin, as the case may be, of the obligations of this Article 12 ARTICLE 13 with respect to such information. Each of Buyer Buyer, Amarin and Seller Shareholders shall (ivi) enforce the terms of this Article 12 ARTICLE 13 as to its respective representativesRepresentatives; (vii) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; ARTICLE 13 and (viiii) be responsible and liable for any breach of the provisions of this Article 12 ARTICLE 13 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) From and after the Closing, the provisions of Section 12.2(a13.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller Amarin relating to any of the Acquired Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholder (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller and Shareholder shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholder, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholder shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller and Shareholder shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. . (c) From and after the Closing, the provisions of Section 12.2(a12.02(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller or Shareholder relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller Sellers with respect to Confidential Information of Seller(eachSellers (each, a "Seller Sellers Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller Sellers shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or SellerSellers, as the case may be, of the obligations of this Article 12 13 with respect to such information. Each of Buyer and Seller Sellers shall (iv) enforce the terms of this Article 12 13 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 1213; and (vi) be responsible and liable for any breach of the provisions of this Article 12 13 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller Sellers shall maintain as confidential any Confidential Information (including for this purpose any information of Seller Sellers of the type referred to in Sections 12.l(a)(i13.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating Sellers related to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Sellers may use any Confidential Information of Sellers before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2. (c) From and after the Closing, the provisions of Section 12.2(a13.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller relating Sellers related to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholder (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller and Shareholder shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholder, as the case may be, of the obligations of this Article 12 10 with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholder shall (iv) enforce the terms of this Article 12 10 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 1210; and (vi) be responsible and liable for any breach of the provisions of this Article 12 10 by it or its representatives. (b) Representatives. Unless and until this Agreement is terminated, Seller and Shareholder shall maintain as confidential any Confidential Information (including for this purpose any information of Seller or Shareholders of the type referred to in Sections 12.l(a)(i10.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders Shareholder relating to any of the Assets or the Assumed Liabilities. (c) Assets. From and after the Closing, the provisions of Section 12.2(a10.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller or Shareholders relating to any of the Assets or the Assumed LiabilitiesAssets.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative Representative of Seller Sellers with respect to Confidential Information of Seller(eachSellers (each, a "Seller Contact") or an authorized representative Representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller Sellers shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or SellerSellers, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller Sellers shall (ivA) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (vB) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (viC) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller Sellers shall maintain as confidential any Confidential Information (including for this purpose any information of Seller Sellers of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders Sellers relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Sellers may use any Confidential Information of Sellers before the Closing in the ordinary course of either Business consistent with past practices. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller Sellers relating solely to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Members (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller and Members shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerMembers, as the case may be, of the obligations of this Article 12 XIII with respect to such information. Each of Buyer Buyer, Seller and Seller Members shall (iv) enforce the terms of this Article 12 XIII as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12XIII; and (vi) be responsible and liable for any breach of the provisions of this Article 12 XIII by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller and each Member shall maintain as confidential any Confidential Information (including for this purpose any information of Seller or Members of the type referred to in Sections 12.l(a)(i13.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders Members relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller may use any Confidential Information of Seller before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.1. (c) From and after the Closing, the provisions of Section 12.2(a13.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller or Members relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; , (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; Transactions or as otherwise provided herein and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or the Company (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 ARTICLE XI with respect to such information. Each of Buyer and Seller shall (iv1) enforce the terms of this Article 12 ARTICLE XI as to its respective representatives; Representatives, (v2) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; ARTICLE XI and (vi3) be responsible and liable for any breach of the provisions of this Article 12 ARTICLE XI by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of the Company or of Seller relating to the Company. Notwithstanding the preceding sentence, Seller may use any Confidential Information of the type referred to Company or of Seller before the Closing in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) the Ordinary Course of Business in connection with the Seller or Shareholders relating to any of the Assets or the Assumed Liabilitiestransactions permitted by Section 6.2. (c) From and after the Closing, the provisions of Section 12.2(a11.2(a) above shall not apply to or restrict in any manner Buyer's ’s use or disclosure of any Confidential Information of the Company or Seller relating to any of the Assets or the Assumed LiabilitiesCompany.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 15 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 15 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 1215; and (vi) be responsible and liable for any breach Breach of the provisions of this Article 12 15 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i15.1(a)(i), (ii15.1(a)(ii) and (iii15.1(a)(iii)), whether or not disclosed to Buyer) , of the Seller or Shareholders relating to any of the Assets or the Assumed Seller’s Liabilities. Notwithstanding the preceding sentence, Seller may use any Confidential Information of Seller before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 6.2. (c) From and after the Closing, the provisions of Section 12.2(a15.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Seller’s Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller Sellers with respect to Confidential Information of Seller(eachSellers (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller Sellers shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or SellerSellers, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller Sellers shall (ivA) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (vB) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (viC) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller Sellers shall maintain as confidential any Confidential Information (including for this purpose any information of Seller Sellers of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders Sellers relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Sellers may use any Confidential Information of Sellers before the Closing in the ordinary course of business consistent with past practices in connection with the transactions permitted by Section 6.2. THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller Sellers relating solely to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party The Lender acknowledges that certain Investment Materials disclosed to him may contain material information regarding PESI that has not been disclosed to the confidential and proprietary nature of the public (“Confidential Information of the Disclosing Party and agrees Information”). Lender agree that such Confidential Information (i) shall will be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) him and, without limiting the foregoing, shall will not be disclosed by the Receiving Party Lender to any Person, person except in each case as otherwise expressly permitted by the terms of this Agreement or (i) with the specific prior written consent of an authorized representative of Seller with respect PESI, (ii) to Confidential Information of Seller(eacha person that has executed a confidentiality agreement, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representatives; (v) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article 12; which are approved in writing by PESI, or (iii) to the Lender’s representatives that have a fiduciary relationship to the Lender and (vi) be responsible have acknowledged to the Lender that he or she is aware that such information is Confidential Information and liable for any breach of is subject to the provisions restrictions and limitations of this Article 12 by it or its representativesSection 8.6. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential The Lender agrees that neither he nor any affiliate or representative will trade in PESI’s securities while in possession of such Confidential Information (including for this purpose any of PESI and will not communicate such information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilitiesother person under circumstances except as otherwise provided in Subsection 8.6(a) above. (c) From and after The term “Confidential Information” does not include information which is or becomes generally available to the Closingpublic other than as a result of a disclosure by the Lender or any of his affiliates or representatives. (d) If the Lender or any of his affiliates or representatives are requested or become legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar process) or is required by a regulatory body to make any disclosure that is prohibited or otherwise constrained by this Agreement, the provisions undersigned will provide PESI with prompt notice of such request so that PESI may seek an appropriate protective order or other appropriate remedy and/or waive compliance with this Section 12.2(a8.6. (e) above shall not apply The Lender acknowledge that this Section 8.6 as to or restrict in any manner Buyer's use the disclosure to him by PESI of any Confidential Information shall constitute a confidentiality agreement for the purposes of Regulation FD promulgated by the Seller relating to any of the Assets or the Assumed LiabilitiesSEC.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; , (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; , and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or any other Transaction Document or with the prior written consent Consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact")Buyer. Each of Buyer and Seller shall disclose the Confidential Information of the other party Party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 10 with respect to such information. Each of Buyer and Seller shall (ivx) enforce the terms of this Article 12 10 as to its respective representatives; Representatives, (vy) take such action to the extent reasonably necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; 10, and (viiii) be responsible and liable for any breach Breach of the provisions of this Article 12 10 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i)10.1, (ii) and (iii), regardless of whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Purchased Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller may use and disclose any Confidential Information of Seller before the Closing in the Ordinary Course of Business or to pursue a Competitive Transaction to the extent permitted under Section 7.10. For the avoidance of doubt, the provisions of this Section 10.2(b) shall not apply to Seller after any termination of this Agreement. (c) From Notwithstanding anything herein to the contrary, from and after the Closing, the provisions of Section 12.2(a10.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller relating to any of the Purchased Assets or the Assumed Liabilities. In addition, to the extent not transferred to Buyer, Seller shall endeavor to maintain any secrecy agreements to which Seller is a party as of the Closing to the extent related to Business.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this the Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSelling Parties (each, a "Seller ContactSELLER CONTACT") or an authorized representative of Buyer with respect to Confidential Information of Buyer or Buyer Parent (each, a "Buyer ContactBUYER CONTACT"). Each of Buyer, Buyer Parent and Seller any Selling Party shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer, Buyer Parent or Sellerany Selling Party, as the case may be, of the obligations of this Article 12 11 with respect to such information. Each of Buyer, Buyer Parent and Seller any Selling Party shall (ivi) enforce the terms of this Article 12 11 as to its respective representativesRepresentatives; (vii) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 1211; and (viiii) be responsible and liable for any breach of the provisions of this Article 12 11 by it or its representativesRepresentatives. (b) Unless and until this the Agreement is terminated, Seller Selling Parties shall maintain as confidential any Confidential Information (including for this purpose any information of Seller any Selling Party of the type referred to in Sections 12.l(a)(iSECTIONS 11.1(A)(I), (iiII) and (iiiIII), whether or not disclosed to BuyerBuyer or Buyer Parent) of the Seller or Shareholders any Selling Party relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller may use any Confidential Information of Seller before the Closing in the Ordinary Course of Business in connection with the transactions permitted by SECTION 5.1. (c) From and after the Closing, the provisions of Section 12.2(aSECTION 11.2(A) above shall not apply to or restrict in any manner BuyerBuyer or Buyer Parent's use of any Confidential Information of the Seller Selling Parties relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent Seller of an authorized representative of Seller with respect to Confidential Information of Seller(each(each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. Notwithstanding the first sentence of this Section 12.2(b), Seller may use any Confidential Information of Seller before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities. Any such Confidential Information of Seller relating to any of the Assets or Assumed Liabilities shall become Confidential Information of the Buyer at the Closing and Buyer shall be deemed to be the Disclosing Party for purposes of this Article 12.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholders (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholders, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholders shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller and each Shareholder shall maintain as confidential any Confidential Information (including for this purpose any information of Seller or Shareholders of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.,

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information Information: (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact")the Disclosing Party. Each of Buyer Buyer, Parent and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating and consummating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Parent or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer Buyer, Parent, and Seller shall shall: (ivA) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (vB) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (viC) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's ’s or Parent’s use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or the Shareholder (each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller and the Shareholder shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Seller or SellerShareholder, as the case may be, of the obligations of this Article 12 9 with respect to such information. Each of Buyer Buyer, Seller and Seller Shareholder shall (iv) enforce the terms of this Article 12 9 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 129; and (vi) be responsible and liable for any breach of the provisions of this Article 12 9 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller and the Shareholder shall maintain as confidential any Confidential Information (including for this purpose any information of Seller or Shareholder of the type referred to in Sections 12.l(a)(i9.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders Shareholder relating to any of the Assets or the Assumed LiabilitiesAssets. (c) From and after the Closing, the provisions of Section 12.2(a9(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller or the Shareholder relating to any of the Assets or the Assumed LiabilitiesAssets.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactionstransactions contemplated herein; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 13 with respect to such information. Each of Buyer and Seller shall (ivi) enforce the terms of this Article 12 13 as to its respective representativesRepresentatives; (vii) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 1213; and (viiii) be responsible and liable for any breach of the provisions of this Article 12 13 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller the Company of the type referred to in Sections 12.l(a)(i13.1(a)(i), (ii) and (iii)) of this Agreement, whether or not disclosed to Buyer) of the Seller or Shareholders Company relating to the Company. Notwithstanding the preceding sentence, Seller may use any Confidential Information of the Assets or Company before the Assumed LiabilitiesClosing in the Ordinary Course of Business in connection with the transactions permitted by Section 6.2 hereof. (c) From and after the Closing, the provisions of Section 12.2(a13.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the Seller relating to any of the Assets or the Assumed LiabilitiesCompany.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller Parascript with respect to Confidential Information of Seller(eachParascript (each, a "Seller “Parascript Contact"”) or an authorized representative of Buyer Mitek with respect to Confidential Information of Buyer Mitek (each, a "Buyer “Mitek Contact"”). Each of Buyer Mitek and Seller Parascript shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Mitek or SellerParascript, as the case may be, of the obligations of this Article 12 15 with respect to such information. Each of Buyer Mitek and Seller Parascript shall (iv) enforce the terms of this Article 12 15 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 1215; and (vi) be responsible and liable for any breach Breach of the provisions of this Article 12 15 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller Parascript shall maintain as confidential any Confidential Information (including for this purpose any information of Seller Parascript of the type referred to in Sections 12.l(a)(i15.1(a)(i), (ii15.1(a)(ii) and (iii15.1(a)(iii)), whether or not disclosed to Buyer) Mitek, of the Seller or Shareholders Parascript relating to any of Parascript’s assets or Parascript’s Liabilities. Notwithstanding the Assets or preceding sentence, Parascript may use any Confidential Information of Parascript before the Assumed LiabilitiesClosing in the Ordinary Course of Business in connection with the transactions permitted by Section 6.2. (c) From and after the Closing, the provisions of Section 12.2(a15.2(a) above shall not apply to or restrict in any manner Buyer's Mitek’s use of any Confidential Information of the Seller Parascript relating to any of the Assets Parascript’s assets or the Assumed Parascript’s Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller Parties with respect to Confidential Information of Seller(eachSellers or Shareholders (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer Buyer, Sellers and Seller Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer Buyer, Sellers or SellerShareholders, as the case may be, of the obligations of this Article 12 with respect to such informationConfidential Information. Each of Buyer Buyer, Sellers and Seller Shareholders shall (ivx) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (vy) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (viz) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller Sellers and each Shareholder shall maintain as confidential any Confidential Information (including for this purpose any information of Seller Sellers or Shareholders of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller Sellers or Shareholders relating to any of the Assets or the Assumed Liabilities. Notwithstanding the preceding sentence, Seller Parties may use any Confidential Information of Seller Parties before the Closing in the Ordinary Course of Business in connection with the transactions permitted by Section 5.2. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's ’s use of any Confidential Information of the a Seller Party relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller or Shareholders (each, a "Seller Contact") or an authorized representative of FindWhat or Buyer with respect to Confidential Information of FindWhat or Buyer (each, a "Buyer Contact"). Each of FindWhat and Buyer and Seller and Shareholders shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer FindWhat, Buyer, Seller or SellerShareholders, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer FindWhat, Buyer, Seller and Seller Shareholders shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller and each Shareholder shall maintain as confidential any Confidential Information (including for this purpose any information of Seller or Shareholders of the type referred to in Sections 12.l(a)(i12.1(a)(i), (ii) and (iii), whether or not disclosed to FindWhat or Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner FindWhat's or Buyer's use of any Confidential Information of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities.

Restricted Use of Confidential Information. (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(eachSeller (each, a "“Seller Contact"”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "“Buyer Contact"”). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein Contemplated Transactions and are informed by Buyer or Seller, Seller as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representativesRepresentatives; (v) take such action to the extent necessary to cause its representatives Representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representativesRepresentatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities. Seller may continue to use Confidential Table of Contents Information of Seller before Closing in the Ordinary Course of Business in connection with transactions permitted by Section 5.2. (c) Buyer will not use Confidential Information of Seller until after the Closing. (d) Seller may continue to use its Confidential Information in connection with the unemployment compensation business to be conducted by Seller after Closing as contemplated in Section 10.3(d).