Common use of Restrictions on Disclosure and Use of Confidential Information Clause in Contracts

Restrictions on Disclosure and Use of Confidential Information. (a) The Receiving Party shall treat any Confidential Information received from the Disclosing Party as confidential and shall not, and shall cause its Representatives not to, directly or indirectly, disclose, reveal, divulge, publish or otherwise make known any Confidential Information received from the Disclosing Party to any other Person for any reason or purpose whatsoever, except as provided in Section 6.1(c), Section 6.1(d) or Section 6.1(e) below. (b) Except as otherwise set forth in this Agreement, the Receiving Party shall, and shall cause its Representatives to, use the Confidential Information received from a Disclosing Party solely for the purpose of providing or receiving the Advisory Services in accordance with the terms of this Agreement. (c) Notwithstanding the provisions of Section 6.1(a) above, the Receiving Party may disclose Confidential Information to its Representatives who (i) have a need to know such information in order to provide or receive Advisory Services in accordance with the terms of this Agreement, (ii) are informed of the confidential nature of the Confidential Information and (iii) agree to maintain the confidentiality of the Confidential Information in accordance with the terms of this Agreement. The Receiving Party shall be fully responsible for any breach of the provisions of this ARTICLE VI by any of its Representatives. (d) Notwithstanding the provisions of Section 6.1(a) above, if the Receiving Party or its Representatives are required to disclose any Confidential Information to a third party pursuant to Applicable Law, the Receiving Party shall promptly notify the Disclosing Party in writing of any such requirement, if legally permissible, so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Receiving Party shall, and shall direct its Representatives to, reasonably cooperate with the Disclosing Party to obtain such a protective order or other remedy and if such order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party and its Representatives shall disclose only that portion of the Confidential Information which they are advised by counsel they have a legal obligation to disclose and will use good faith efforts to obtain reliable assurance that confidential treatment will be accorded the information so disclosed. (e) Notwithstanding the provisions of Section 6.1(a) and Section 6.1(b) above, nothing set forth in this ARTICLE VI shall operate or be construed to operate as restricting in any manner the rights or ability of (i) COAC or its Representatives (including its Operations Executives) to disclose Confidential Information of a Disclosing Party to CCM or CCM’s Representatives or (ii) CCM or its Representatives to use any Confidential Information of the Disclosing Party in connection with any Governance Activities or Investment Activities, regardless of whether or not such activities relate to Client or its Affiliates.

Restrictions on Disclosure and Use of Confidential Information. (a) The Receiving Party shall treat any Confidential Information received from the Disclosing Party as confidential and shall not, and shall cause its Representatives not to, directly or indirectly, disclose, reveal, divulge, publish or otherwise make known any Confidential Information received from the Disclosing Party to any other Person for any reason or purpose whatsoever, except as provided in Section 6.1(c), Section 6.1(d5.1(c) or Section 6.1(e5.1(d) below. (b) Except as otherwise set forth in this Agreement, the Receiving Party shall, and shall cause its Representatives to, use the Confidential Information received from a Disclosing Party solely for the purpose of providing or receiving the Advisory Services in accordance with the terms of this Agreement. (c) Notwithstanding the provisions of Section 6.1(a5.1(a) above, the Receiving Party may disclose Confidential Information to its Representatives who (i) have a need to know such information in order to provide or receive Advisory Services in accordance with the terms of this Agreement, (ii) are informed of the confidential nature of the Confidential Information and (iii) agree to maintain the confidentiality of the Confidential Information in accordance with the terms of this AgreementAgreement or a similarly restrictive agreement. The Receiving Party shall be fully responsible for any breach of the provisions of this ARTICLE VI Article V by any of its Representatives. (d) Notwithstanding the provisions of Section 6.1(a5.1(a) above, if the Receiving Party or its Representatives are required to disclose any Confidential Information to a third party pursuant to Applicable Law, the Receiving Party shall promptly notify the Disclosing Party in writing of any such requirement, if legally permissible, so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Receiving Party shall, and shall direct its Representatives to, reasonably cooperate with the Disclosing Party to obtain such a protective order or other remedy and if such order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party and its Representatives shall disclose only that portion of the Confidential Information which they are advised by counsel they have a legal obligation to disclose and will use good faith efforts to obtain reliable assurance that confidential treatment will be accorded the information so disclosed. (e) Notwithstanding the provisions of Section 6.1(a) and Section 6.1(b) above, nothing set forth in this ARTICLE VI shall operate or be construed to operate as restricting in any manner the rights or ability of (i) COAC or its Representatives (including its Operations Executives) to disclose Confidential Information of a Disclosing Party to CCM or CCM’s Representatives or (ii) CCM or its Representatives to use any Confidential Information of the Disclosing Party in connection with any Governance Activities or Investment Activities, regardless of whether or not such activities relate to Client or its Affiliates.

Restrictions on Disclosure and Use of Confidential Information. Each Party shall, and shall cause its Representatives to, hold the Confidential Information of the other Party in secrecy and confidence (ain a manner consistent with the protection of its own confidential information of a similar nature, and in any event no less than a reasonable standard of care) The Receiving in accordance with the provisions of these Terms and Conditions. Each Party shall treat any not, and shall ensure that its Representatives do not, use the Confidential Information received from of the Disclosing other Party for any purpose other than performance of such Party’s obligations under the Contract. Each Party, in its capacity as confidential and the Receiving Party, shall not, and shall cause its Representatives not to, directly or indirectly, disclose, reveal, divulge, publish use, exploit (whether for its own benefit or the benefit of anyone other than the other Party), provide or otherwise make known available any Confidential Information received from of the Disclosing other Party to any Person other Person for any reason or purpose whatsoever, except as provided in Section 6.1(c), Section 6.1(d) or Section 6.1(e) below. (b) Except as otherwise set forth in this Agreement, the Receiving Party shall, and shall cause its Representatives to, use the Confidential Information received from a Disclosing Party solely for the purpose of providing or receiving the Advisory Services than in accordance with the terms of this Agreement. (c) Notwithstanding the provisions of Section 6.1(a) abovethese Terms and Conditions and on a need-to-know basis, the Receiving Party may disclose Confidential Information provided such Persons are bound in writing by confidentiality obligations that are applicable to its Representatives who (i) have a need to know such information in order to provide or receive Advisory Services in accordance with the terms of this Agreement, (ii) are informed of the confidential nature of the Confidential Information and (iii) agree to maintain are substantially as restrictive as the confidentiality of the Confidential Information in accordance with the terms provisions of this AgreementSection 14 (or, in the case of accountants and attorneys, are bound by professional obligations of confidentiality), in order to permit those Persons to assist the Receiving Party in connection with performance of its obligations under the Contract. The Receiving Party shall be fully responsible for any breach of the provisions of this ARTICLE VI by any of its Representatives. (d) Notwithstanding the provisions of Section 6.1(a) above, if the Receiving Party or its Representatives are required to disclose any Confidential Information to a third party pursuant to Applicable Law, the Receiving Party shall promptly notify the Disclosing Party in writing of any such requirementmisuse, if legally permissible, so that the Disclosing Party may seek an appropriate protective order misappropriation or other appropriate remedy or waive compliance with the provisions unauthorized disclosure of this Agreement. The Receiving Party shall, and shall direct its Representatives to, reasonably cooperate with the Disclosing Party to obtain such a protective order or other remedy and if such order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party and its Representatives shall disclose only that portion of the Confidential Information which they are advised by counsel they have a legal obligation to disclose and will use good faith efforts to obtain reliable assurance that confidential treatment will be accorded the information so disclosed. (e) Notwithstanding the provisions of Section 6.1(a) and Section 6.1(b) above, nothing set forth in this ARTICLE VI shall operate or be construed to operate as restricting in any manner the rights or ability of (i) COAC or its Representatives (including its Operations Executives) to disclose Confidential Information of a Disclosing Party to CCM or CCM’s Representatives or (ii) CCM or its Representatives to use any Confidential Information of the Disclosing Party promptly following knowledge or discovery (in connection each case after due inquiry) thereof. Upon the Disclosing Party’s written request, the Receiving Party shall, at the Disclosing Party’s option, either (a) deliver to the Disclosing Party all documents, notes, summaries, analysis, compilations and other recordings containing or reflecting the Disclosing Party’s Confidential Information and all copies thereof or (b) destroy all such material, and in either case (a) or (b), an officer of the Receiving Party shall certify in writing to the Disclosing Party that the same has been done; provided, that copies of such Confidential Information may be retained by the Receiving Party if automatically stored pursuant to the Receiving Party’s archival or record retention policies, provided such Confidential Information is not readily accessible and the Receiving Party complies with any Governance Activities or Investment Activities, regardless of whether or not the confidentiality obligations and use restrictions in these Terms and Conditions for so long as such activities relate to Client or its AffiliatesConfidential Information is so retained.

Restrictions on Disclosure and Use of Confidential Information. (a) 2.1. The Receiving Party shall agrees to, and to cause its Representatives to, treat any all Confidential Information received from the Disclosing Party as confidential and secret and comply with the terms and conditions contained herein. The Receiving Party shall not, and shall cause not permit its Representatives not to, directly or indirectly, disclose, reveal, divulge, publish or otherwise make known any disclose Confidential Information received from the Disclosing Party to any other Person for any reason or purpose whatsoever, (except as provided in Section 6.1(c), Section 6.1(d) or Section 6.1(e) below. (b) Except as otherwise set forth in this AgreementSection 2), without the prior written consent of the Disclosing Party. 2.2. Without the prior written consent of the Disclosing Party, the Receiving Party shallshall not, and shall cause not permit its Representatives to, make any use whatsoever of the Confidential Information received from a Disclosing Party solely other than as may be necessary for the purpose of providing or receiving the Advisory Services referenced above in accordance connection with the terms of this AgreementProject. (c) Notwithstanding the provisions of 2.3. Except as set forth in Section 6.1(a) above2.4, the Receiving Party may shall only disclose Confidential Information to those of its Representatives who (i) have a need to know such information in order to provide Representatives, or receive Advisory Services in accordance other Persons that are concerned with the terms the Project and whose knowledge of this Agreementsuch Confidential Information is necessary or advisable for such purpose. Each such Person receiving Confidential Information from the Receiving Party shall have the same obligations with respect to such Confidential Information as the Receiving Party hereunder, (ii) are informed of and the confidential nature of the Receiving Party shall so instruct each such Person receiving Confidential Information and (iii) agree shall use all reasonable efforts to maintain the confidentiality prevent and prosecute unauthorized use or disclosure of the Confidential Information in accordance with the terms of this Agreementby such Persons. The Receiving Party shall be fully responsible liable to the Disclosing Party for any breach of the provisions of this ARTICLE VI such obligations by any of its Representativessuch Persons. (d) Notwithstanding the provisions of Section 6.1(a) above, if 2.4. If the Receiving Party or any of its Representatives are is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas or similar process) in connection with any proceeding to disclose or otherwise becomes legally compelled to disclose any Confidential Information to a third party pursuant to Applicable LawInformation, the Receiving Party shall promptly notify provide the Disclosing Party in writing of any such requirement, if legally permissible, so that with prompt written notice and reasonable assistance (subject to reimbursement by the Disclosing Party may of all reasonable and out of pocket expenses incurred by the Receiving Party in providing such assistance) so as to enable the Disclosing Party to seek an appropriate a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Receiving Party shall, and shall direct its Representatives to, reasonably cooperate with the Disclosing Party to obtain If such a protective order or other remedy and if such order or other remedy is not obtained, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party and its Representatives shall (or such other Persons to whom such request is directed) may disclose Confidential Information, but only that portion of the such Confidential Information which they are advised by counsel they have a legal obligation as it is legally required to disclose to avoid contempt or other penalty in the reasonable opinion of counsel to the Receiving Party, and will use good faith shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the information so such Confidential Information disclosed. (e) Notwithstanding the provisions of Section 6.1(a) and Section 6.1(b) above, nothing set forth in this ARTICLE VI shall operate or be construed to operate as restricting in any manner the rights or ability of (i) COAC or its Representatives (including its Operations Executives) to disclose Confidential Information of a Disclosing Party to CCM or CCM’s Representatives or (ii) CCM or its Representatives to use any Confidential Information of the Disclosing Party in connection with any Governance Activities or Investment Activities, regardless of whether or not such activities relate to Client or its Affiliates.

Restrictions on Disclosure and Use of Confidential Information. (a) The Receiving Party shall treat any the Confidential Information received from the Disclosing Party as confidential and shall not, and shall cause its Representatives not to, directly or indirectly, disclose, reveal, divulge, publish or otherwise make known any of the Confidential Information received from of the Disclosing Party to any other Person for any reason or purpose whatsoever, except as provided in Section 6.1(c7.1(c), Section 6.1(d7.1(d) or Section 6.1(e7.1(e) below. (b) Except as otherwise set forth in this Agreement, the The Receiving Party shall, and shall cause its Representatives to, use the Confidential Information received from a Disclosing Party solely for the purpose of providing or receiving the Advisory Services in accordance with the terms of this Agreement. (c) Notwithstanding the provisions of Section 6.1(a7.1(a) above, the Receiving Party may disclose Confidential Information to its Representatives who (i) have a need to know such information in order to permit the Receiving Party to provide or receive Advisory Services in accordance with the terms of this Agreement, (ii) are informed of the confidential nature of the Confidential Information and (iii) agree to maintain the confidentiality of the Confidential Information in accordance with the terms of this AgreementInformation. The Receiving Party shall be fully responsible for any breach of the provisions of this ARTICLE VI Article VII by any of its Representatives. (d) Notwithstanding the provisions of Section 6.1(a7.1(a) above, if the Receiving Party or any of its Representatives are required to disclose any Confidential Information to a third party pursuant to Applicable Law, the Receiving Party shall promptly notify the Disclosing Party in writing of any such requirement, if legally permissible, so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Receiving Party shall, and shall direct its Representatives to, reasonably cooperate with the Disclosing Party to obtain such a protective order or other remedy and if such order or other remedy is not obtained, or the Disclosing Party Xxxxx waives compliance with the provisions of this Agreement, the Receiving Party and its Representatives shall disclose only that portion of the Confidential Information which they are advised by counsel that they have a legal obligation are legally required to so disclose and will use good faith efforts to obtain reliable assurance that confidential treatment will be accorded the information so disclosed. (e) Notwithstanding the provisions of Section 6.1(a7.1(a) and Section 6.1(b7.1(b) above, nothing set forth in this ARTICLE VI Article VII shall operate or be construed to operate as restricting in any manner the rights or ability of (i) COAC or its Representatives (including its Operations Executives) Executives to disclose Confidential Information of a the Disclosing Party to CCM or CCM’s Representatives its Affiliates or (ii) CCM or its Representatives Affiliates to use any Confidential Information of the Disclosing Party in connection with any Governance Activities or Investment Activities, regardless of whether or not such activities relate to Client DynCorp or its Affiliates; provided however, COAC acknowledges it is aware and that its Representatives have been advised that (i) the United States securities laws and securities law of other jurisdictions prohibit any Person who has material non-public information about a company from purchasing or selling securities of such company on the basis of such information or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person may purchase or sell such securities and (ii) the United States anti-trust, collusion, and bid-rigging laws prohibit any Person from using information to defraud the U.S. Government in awarding any U.S. government contract or operating in an unfair and anticompetitive manner.

Restrictions on Disclosure and Use of Confidential Information. (a) 4.1 The Receiving Party shall treat any acknowledges that all Confidential Information received from disclosed by the Disclosing Party is proprietary to the Disclosing Party and the Receiving Party shall not acquire any rights in respect of such Confidential Information, except as provided for in this Agreement. 4.2 The Receiving Party irrevocably and unconditionally agrees and undertakes: 4.2.1 to treat and safeguard the Confidential Information of the Disclosing Party as confidential strictly private, secret and shall not, and shall cause its Representatives not to, directly or indirectly, disclose, reveal, divulge, publish or otherwise make known any confidential; 4.2.2 to protect the Confidential Information received from of the Disclosing Party by using the same degree of care, but no less than a high degree of care, to any other Person for any reason prevent the dissemination to third parties or purpose whatsoever, except publication of the Confidential Information as the Receiving Party uses to protect its own confidential information of a like nature; 4.2.3 to procure that the Permitted Disclosees to whom Confidential Information is provided in Section 6.1(c), Section 6.1(d) or Section 6.1(e) below. (b) Except as otherwise set forth accordance with this Agreement are made aware of and comply with the confidentiality and non- use obligations contained in this Agreement, the Receiving Party shall, and shall cause its Representatives to, use the Confidential Information received from a Disclosing Party solely for the purpose of providing or receiving the Advisory Services in accordance deal with the terms of this Agreement. (c) Notwithstanding the provisions of Section 6.1(a) above, the Receiving Party may disclose Confidential Information to its Representatives who (i) have a need to know such information in order to provide or receive Advisory Services in accordance with the terms of this Agreement, (ii) are informed of the confidential nature of the Confidential Information and (iii) agree to maintain the confidentiality of the Confidential Information in accordance with the terms of this Agreement. The Receiving Party shall be fully responsible for any breach of the provisions of this ARTICLE VI by any of its Representatives. (d) Notwithstanding the provisions of Section 6.1(a) above, if the Receiving Party or its Representatives are required to disclose any Confidential Information to a third party pursuant to Applicable Law, the Receiving Party shall promptly notify the Disclosing Party in writing of any such requirement, if legally permissible, so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Receiving Party shall, and shall direct its Representatives to, reasonably cooperate with the Disclosing Party to obtain such a protective order or other remedy and if such order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party and its Representatives shall disclose only that portion of the Confidential Information which they are advised by counsel they have a legal obligation to disclose and will use good faith efforts to obtain reliable assurance that confidential treatment will be accorded the information so disclosed. (e) Notwithstanding the provisions of Section 6.1(a) and Section 6.1(b) above, nothing set forth in this ARTICLE VI shall operate or be construed to operate as restricting in any manner the rights or ability of (i) COAC or its Representatives (including its Operations Executives) to disclose Confidential Information of a Disclosing Party to CCM or CCM’s Representatives or (ii) CCM or its Representatives to use any Confidential Information of the Disclosing Party in connection accordance with this Agreement; 4.2.4 not to use or permit the use of the Confidential Information of the Disclosing Party for any Governance Activities purpose other than for the Proposed Transaction and in particular not to use or Investment Activitiespermit the use of the Confidential Information whether directly or indirectly to obtain a commercial, regardless trading, investment, financial or other advantage over the Disclosing Party or otherwise use it to the detriment of whether the Disclosing Party; 4.2.5 except as permitted by this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information of the Disclosing Party in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, which consent may be granted or withheld in the sole and absolute discretion of the Disclosing Party; 4.2.6 not to copy or reproduce the Confidential Information by any means without the prior written consent of the Disclosing Party, it being recorded that any such activities relate copies shall be and remain the property of the Disclosing Party; and 4.2.7 to Client keep all Confidential Information of the Disclosing Party safe and secure and to take all such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access (including access by electronic means) and to prevent Confidential Information from falling into the hands of unauthorised third parties. 4.3 The Receiving Party shall be entitled to disclose the Confidential Information only to Permitted Disclosees if it has been authorised by the Disclosing Party in writing to do so and then subject only to such conditions as required by the Disclosing Party. 4.4 The Receiving Party unconditionally and irrevocably undertakes in favour of the Disclosing Party not to circumvent, avoid, bypass or obviate its Affiliatesundertakings to and/or in favour of the Disclosing Party in any manner whatsoever, directly or indirectly, for the purpose of avoiding (directly or indirectly) any obligations owed by it to the Disclosing Party as contained or contemplated in this Agreement.

Restrictions on Disclosure and Use of Confidential Information. (a) The Receiving Party shall treat any the Confidential Information received from the Disclosing Party as confidential and shall not, and shall cause its Representatives not to, directly or indirectly, disclose, reveal, divulge, publish or otherwise make known any of the Confidential Information received from of the Disclosing Party to any other Person for any reason or purpose whatsoever, except as provided in Section 6.1(c7.1(c), Section 6.1(d7.1(d) or Section 6.1(e7.1(e) below. (b) Except as otherwise set forth in this Agreement, the The Receiving Party shall, and shall cause its Representatives to, use the Confidential Information received from a Disclosing Party solely for the purpose of providing or receiving the Advisory Services in accordance with the terms of this Agreement. (c) Notwithstanding the provisions of Section 6.1(a7.1(a) above, the Receiving Party may disclose Confidential Information to its Representatives who (i) have a need to know such information in order to permit the Receiving Party to provide or receive Advisory Services in accordance with the terms of this Agreement, (ii) are informed of the confidential nature of the Confidential Information and (iii) agree to maintain the confidentiality of the Confidential Information in accordance with the terms of this AgreementInformation. The Receiving Party shall be fully responsible for any breach of the provisions of this ARTICLE VI Article VII by any of its Representatives. (d) Notwithstanding the provisions of Section 6.1(a7.1(a) above, if the Receiving Party or any of its Representatives are required to disclose any Confidential Information to a third party pursuant to Applicable Law, the Receiving Party shall promptly notify the Disclosing Party in writing of any such requirement, if legally permissible, so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Receiving Party shall, and shall direct its Representatives to, reasonably cooperate with the Disclosing Party to obtain such a protective order or other remedy and if such order or other remedy is not obtained, or the Disclosing Party Xxxxx waives compliance with the provisions of this Agreement, the Receiving Party and its Representatives shall disclose only that portion of the Confidential Information which they are advised by counsel that they have a legal obligation are legally required to so disclose and will use good faith efforts to obtain reliable assurance that confidential treatment will be accorded the information so disclosed. (e) Notwithstanding the provisions of Section 6.1(a7.1(a) and Section 6.1(b7.1(b) above, nothing set forth in this ARTICLE VI Article VII shall operate or be construed to operate as restricting in any manner the rights or ability of (i) COAC or its Representatives (including its Operations Executives) Executives to disclose Confidential Information of a the Disclosing Party to CCM or CCM’s Representatives its Affiliates or (ii) CCM or its Representatives Affiliates to use any Confidential Information of the Disclosing Party in connection with any Governance Activities or Investment Activities, regardless of whether or not such activities relate to Client Talecris or its Affiliates; provided however, COAC acknowledges it is aware and that its Representatives have been advised that the United States securities laws and securities law of other jurisdictions prohibit any Person who has material non-public information about a company from purchasing or selling securities of such company on the basis of such information or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person may purchase or sell such securities.

Restrictions on Disclosure and Use of Confidential Information. (a) 2.1 The Receiving Party shall agrees to, and will cause its Representatives to, treat any all Confidential Information received from the Disclosing Party as confidential and secret and will cause its Representatives and Affiliates to agree to comply with the terms and conditions contained herein. The Receiving Party shall not, and shall cause not permit its Representatives not to, directly or indirectly, disclose, reveal, divulge, publish or otherwise make known any disclose Confidential Information received from to any Person not subject to an obligation of confidentiality or fiduciary duty to the Disclosing Party to any other Person for any reason or purpose whatsoever, (except as provided in Section 6.1(c), Section 6.1(d) or Section 6.1(e) below. (b) Except as otherwise set forth in this AgreementSection 2), without the prior consent of the Disclosing Party. 2.2 Without the prior consent of the Disclosing Party, the Receiving Party shall not, and shall not permit its Representatives to, make any use whatsoever of the Confidential Information other than as may be necessary to fulfill the Purpose. 2.3 Except as set forth in Section 2.4, the Receiving Party shall only disclose Confidential Information to those of its Representatives whose receipt of such Confidential Information is necessary and advisable. Each such Person receiving Confidential Information from the Receiving Party shall have the same obligations with respect to such Confidential Information as the Receiving Party hereunder, and the Receiving Party shall so instruct each such Person receiving Confidential Information and shall use all reasonable efforts to prevent unauthorized use of disclosure of Confidential Information by such Persons. The Receiving Party shall be liable to the Disclosing Party for any breach of such obligations by any of its Representatives or Affiliates. 2.4 If the Receiving Party or any of its Representatives is requested or required (by law, court order, deposition, interrogatories, requests for information or documents in legal proceedings, requests from a stock exchange or association, governmental agency or regulatory body, subpoenas or similar process) in connection with any proceeding or process to disclose or otherwise becomes compelled to disclose any Confidential Information, the Receiving Party shall, if practicable and shall cause its Representatives tolegally permissible, use the Confidential Information received from a Disclosing Party solely for the purpose of providing or receiving the Advisory Services in accordance with the terms of this Agreement. (c) Notwithstanding the provisions of Section 6.1(a) above, the Receiving Party may disclose Confidential Information to its Representatives who (i) have a need to know such information in order to provide or receive Advisory Services in accordance with the terms of this Agreement, (ii) are informed of the confidential nature of the Confidential Information and (iii) agree to maintain the confidentiality of the Confidential Information in accordance with the terms of this Agreement. The Receiving Party shall be fully responsible for any breach of the provisions of this ARTICLE VI by any of its Representatives. (d) Notwithstanding the provisions of Section 6.1(a) above, if the Receiving Party or its Representatives are required to disclose any Confidential Information to a third party pursuant to Applicable Law, the Receiving Party shall promptly notify the Disclosing Party in writing of any such requirement, if legally permissible, with prompt notice and reasonable assistance so that as to enable the Disclosing Party may to seek an appropriate a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Receiving Party shall, and shall direct its Representatives to, reasonably cooperate with the Disclosing Party to obtain If such a protective order or other remedy and if such order or other remedy is not obtained, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party and its Representatives shall (or such other Persons to whom such information is directed) may disclose Confidential Information, but only that portion of the such Confidential Information which they are advised by counsel they have a legal obligation as it is required to disclose and will use good faith shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the information so such Confidential Information disclosed. 2.5 All requests for information walkthroughs, etc. by the Receiving Party shall be through NAI Commercial (eB.C.) Notwithstanding Ltd. (“The Agent”). The nature of The Purpose must be kept confidential. Under no circumstances can the provisions of Section 6.1(a) and Section 6.1(b) above, nothing set forth in this ARTICLE VI shall operate or be construed to operate as restricting in Receiving Party contact any manner the rights or ability of (i) COAC or its Representatives (including its Operations Executives) to disclose Confidential Information of a Disclosing Party to CCM or CCM’s Representatives or (ii) CCM or its Representatives to use any Confidential Information member of the Disclosing Party in connection with any Governance Activities or Investment Activities, regardless Party’s staff on the subject lands without the prior consent of whether or not such activities relate to Client or its Affiliatesthe Disclosing Party.

Restrictions on Disclosure and Use of Confidential Information. (a) 2.1. The Receiving Party shall Agrees to, and to cause its Representatives to, treat any all Confidential Information received from the Disclosing Party as confidential and secret and comply with the terms and conditions contained herein. The Receiving Party shall not, and shall cause not permit its Representatives not to, directly or indirectly, disclose, reveal, divulge, publish or otherwise make known any disclose Confidential Information received from the Disclosing Party to any other Person for any reason or purpose whatsoever, person (except as provided in Section 6.1(c), Section 6.1(d) or Section 6.1(e) below. (b) Except as otherwise set forth in this AgreementSection 2), without the prior written consent of the Disclosing Party. 2.2. Without the prior written consent of the Disclosing Party, the Receiving Party shallshall not, and shall cause not permit its Representatives to, make any use whatsoever of the Confidential Information other than as may be necessary to evaluate the possible joint development of a Project or Projects. Without limiting the generality of the foregoing, the Receiving Party shall not, and shall not permit its Representatives to, use the Confidential Information received from a Disclosing Party solely for its own business or benefit or for other than for the specific purpose of providing or receiving set forth in this Agreement during the Advisory Services in accordance with the terms of this Agreementterm hereof. (c) Notwithstanding the provisions of 2.3. Except as set forth in Section 6.1(a) above2.4, the Receiving Party may shall only disclose Confidential Information to its Representatives who (i) have a need to know such information in order to provide or receive Advisory Services in accordance with the terms of this Agreement, (ii) are informed of the confidential nature contents of the Confidential Information for the purpose of evaluating and (iii) agree to maintain pursuing the confidentiality Projects and Persons chosen by the Receiving Party as potential lenders or investors in the Projects or other Persons that are concerned with the Projects and whose knowledge of the such Confidential Information in accordance is necessary or advisable for such purpose. Each such Person receiving Confidential Information from the Receiving Party shall have the same obligations with respect too such Confidential Information as the terms Receiving Party hereunder, and the Receiving Party shall so instruct each such Person receiving Confidential Information and shall use all reasonable efforts to prevent and prosecute unauthorized use or disclose of this AgreementConfidential Information by such Persons. The Receiving Party shall be fully responsible liable to the Disclosing Party for any breach of the provisions of this ARTICLE VI such obligations by any of its Representativessuch Persons. (d) Notwithstanding the provisions of Section 6.1(a) above, if 2.4. If the Receiving Party or any of its Representatives are is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas or similar process) in connection with any proceeding to disclose or otherwise becomes legally compelled to disclose any Confidential Information to a third party pursuant to Applicable LawInformation, the Receiving Party shall promptly notify provide the Disclosing Party in writing of any such requirement, if legally permissible, so that with prompt written notice and reasonable assistance (subject to reimbursement by the Disclosing Party may of all reasonable and out of pocket expenses incurred by the Receiving Party in providing such assistance) so as to enable the Disclosing Party to seek an appropriate a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Receiving Party shall, and shall direct its Representatives to, reasonably cooperate with the Disclosing Party to obtain If such a protective order or other remedy and if such order or other remedy is not obtained, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party and its Representatives shall (or such other Persons to which such request is directed) may disclose Confidential Information, but only that portion of the such Confidential Information which they are advised by counsel they have a legal obligation as it is legally required to disclose to avoid contempt or other penalty in the reasonable opinion of counsel to the Receiving Party, and will use good faith shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the information so such Confidential Information disclosed. (e) Notwithstanding the provisions of Section 6.1(a) and Section 6.1(b) above, nothing set forth in this ARTICLE VI shall operate or be construed to operate as restricting in any manner the rights or ability of (i) COAC or its Representatives (including its Operations Executives) to disclose Confidential Information of a Disclosing Party to CCM or CCM’s Representatives or (ii) CCM or its Representatives to use any Confidential Information of the Disclosing Party in connection with any Governance Activities or Investment Activities, regardless of whether or not such activities relate to Client or its Affiliates.

Restrictions on Disclosure and Use of Confidential Information. (a) 2.1. The Receiving Party shall agrees to, and to cause its Affiliates and their respective Representatives to, treat any all Confidential Information received from the Disclosing Party as confidential and secret and comply with the terms and conditions contained herein. The Receiving Party shall not, and shall cause not permit its Affiliates or their respective Representatives not to, directly or indirectly, disclose, reveal, divulge, publish or otherwise make known any disclose Confidential Information received from the Disclosing Party to any other Person for any reason or purpose whatsoever, (except as provided in Section 6.1(c), Section 6.1(d) or Section 6.1(e) below. (b) Except as otherwise set forth in this AgreementSection 2), without the Receiving Party shallprior written consent of the Disclosing Party, which may be given or withheld in the sole and shall cause its Representatives to, use absolute discretion of the Confidential Information received from a Disclosing Party. 2.2. Without the prior written consent of the Disclosing Party solely for (which may be given or withheld in the purpose of providing or receiving the Advisory Services in accordance with the terms of this Agreement. (c) Notwithstanding the provisions of Section 6.1(a) above, the Receiving Party may disclose Confidential Information to its Representatives who (i) have a need to know such information in order to provide or receive Advisory Services in accordance with the terms of this Agreement, (ii) are informed sole and absolute discretion of the confidential nature of the Confidential Information and (iii) agree to maintain the confidentiality of the Confidential Information in accordance with the terms of this Agreement. The Receiving Party shall be fully responsible for any breach of the provisions of this ARTICLE VI by any of its Representatives. (d) Notwithstanding the provisions of Section 6.1(a) above, if the Receiving Party or its Representatives are required to disclose any Confidential Information to a third party pursuant to Applicable LawDisclosing Party), the Receiving Party shall promptly notify not, and shall not permit its Affiliates or their respective Representatives to, for or with respect to its own account or any account that it administers or advises, make any use whatsoever of the Confidential Information other than as may be necessary to evaluate the Property. 2.3. Except as set forth in Section 2.4, the Receiving Party shall only disclose Confidential Information to those of its Representatives, or other Persons that are concerned with the Property and whose knowledge of such Confidential Information is necessary or advisable for such purpose. Each such Person receiving Confidential Information from the Receiving Party shall have the same obligations with respect to such Confidential Information as the Receiving Party hereunder, and the Receiving Party shall so instruct each such Person receiving Confidential Information and shall be responsible for any unauthorized use or disclosure of Confidential Information by such Persons. 2.4. If the Receiving Party or any of its Affiliates or their respective Representatives is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas or similar process) in connection with any proceeding to disclose or otherwise becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party in writing of any such requirement, if legally permissible, so that with prompt written notice and reasonable assistance (subject to reimbursement by the Disclosing Party may of all reasonable and out of pocket expenses incurred by the Receiving Party in providing such assistance) so as to enable the Disclosing Party to seek an appropriate a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Receiving Party shall, and shall direct its Representatives to, reasonably cooperate with the Disclosing Party to obtain If such a protective order or other remedy and if such order or other remedy is not obtained, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party and its Representatives shall (or such other Persons to whom such request is directed) may disclose Confidential Information, but only that portion of the such Confidential Information which they are advised by counsel they have a legal obligation as it is legally required to disclose to avoid contempt or other penalty in the reasonable opinion of counsel to the Receiving Party, and will use good faith shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the information so such Confidential Information disclosed. (e) Notwithstanding the provisions of Section 6.1(a) and Section 6.1(b) above, nothing set forth in this ARTICLE VI shall operate or be construed to operate as restricting in any manner the rights or ability of (i) COAC or its Representatives (including its Operations Executives) to disclose Confidential Information of a Disclosing Party to CCM or CCM’s Representatives or (ii) CCM or its Representatives to use any Confidential Information of the Disclosing Party in connection with any Governance Activities or Investment Activities, regardless of whether or not such activities relate to Client or its Affiliates.

Restrictions on Disclosure and Use of Confidential Information. Each Party shall, and shall cause its Representatives to, hold the Confidential Information of the other Party in secrecy and confidence (ain a manner consistent with the protection of its own confidential information of a similar nature, and in any event no less than a reasonable standard of care) The Receiving in accordance with the provisions of these Terms and Conditions. Each Party shall treat any not, and shall ensure that its Representatives do not, use the Confidential Information received from of the Disclosing other Party for any purpose other than performance of such Party’s obligations under the Contract. Each Party, in its capacity as confidential and the Receiving Party, shall not, and shall cause its Representatives not to, directly or indirectly, disclose, reveal, divulge, publish use, exploit (whether for its own benefit or the benefit of anyone other than the other Party), provide or otherwise make known available any Confidential Information received from of the Disclosing other Party to any Person other Person for any reason or purpose whatsoever, except as provided in Section 6.1(c), Section 6.1(d) or Section 6.1(e) below. (b) Except as otherwise set forth in this Agreement, the Receiving Party shall, and shall cause its Representatives to, use the Confidential Information received from a Disclosing Party solely for the purpose of providing or receiving the Advisory Services than in accordance with the terms of this Agreement. (c) Notwithstanding the provisions of Section 6.1(a) abovethese Terms and Conditions and on a need-to-know basis, the Receiving Party may disclose Confidential Information provided such Persons are bound in writing by confidentiality obligations that are applicable to its Representatives who (i) have a need to know such information in order to provide or receive Advisory Services in accordance with the terms of this Agreement, (ii) are informed of the confidential nature of the Confidential Information and (iii) agree to maintain are substantially as restrictive as the confidentiality of the Confidential Information in accordance with the terms provisions of this AgreementSection 12 (or, in the case of accountants and attorneys, are bound by professional obligations of confidentiality), in order to permit those Persons to assist the Receiving Party in connection with performance of its obligations under the Contract. The Receiving Party shall be fully responsible for any breach of the provisions of this ARTICLE VI by any of its Representatives. (d) Notwithstanding the provisions of Section 6.1(a) above, if the Receiving Party or its Representatives are required to disclose any Confidential Information to a third party pursuant to Applicable Law, the Receiving Party shall promptly notify the Disclosing Party in writing of any such requirementmisuse, if legally permissible, so that the Disclosing Party may seek an appropriate protective order misappropriation or other appropriate remedy or waive compliance with the provisions unauthorized disclosure of this Agreement. The Receiving Party shall, and shall direct its Representatives to, reasonably cooperate with the Disclosing Party to obtain such a protective order or other remedy and if such order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party and its Representatives shall disclose only that portion of the Confidential Information which they are advised by counsel they have a legal obligation to disclose and will use good faith efforts to obtain reliable assurance that confidential treatment will be accorded the information so disclosed. (e) Notwithstanding the provisions of Section 6.1(a) and Section 6.1(b) above, nothing set forth in this ARTICLE VI shall operate or be construed to operate as restricting in any manner the rights or ability of (i) COAC or its Representatives (including its Operations Executives) to disclose Confidential Information of a Disclosing Party to CCM or CCM’s Representatives or (ii) CCM or its Representatives to use any Confidential Information of the Disclosing Party promptly following knowledge or discovery (in connection each case after due inquiry) thereof. Upon the Disclosing Party’s written request, the Receiving Party shall, at the Disclosing Party’s option, either (a) deliver to the Disclosing Party all documents, notes, summaries, analysis, compilations and other recordings containing or reflecting the Disclosing Party’s Confidential Information and all copies thereof or (b) destroy all such material, and in either case (a) or (b), an officer of the Receiving Party shall certify in writing to the Disclosing Party that the same has been done; provided, that copies of such Confidential Information may be retained by the Receiving Party if automatically stored pursuant to the Receiving Party’s archival or record retention policies, provided such Confidential Information is not readily accessible and the Receiving Party complies with any Governance Activities or Investment Activities, regardless of whether or not the confidentiality obligations and use restrictions in these Terms and Conditions for so long as such activities relate to Client or its AffiliatesConfidential Information is so retained.

Restrictions on Disclosure and Use of Confidential Information. (a) The Receiving Party shall treat any Confidential Information received from the Disclosing Party as confidential and shall not, and shall cause its Representatives not to, directly or indirectly, disclose, reveal, divulge, publish or otherwise make known any Confidential Information received from the Disclosing Party to any other Person for any reason or purpose whatsoever, except as provided in Section 6.1(c), Section 6.1(d) or Section 6.1(e) below. (b) Except as otherwise set forth in this Agreement, the Receiving Party shall, and shall cause its Representatives to, use Recipient hereby agrees that the Confidential Information received from a Disclosing Party provided to the Recipient by or on behalf of the Company pursuant to this Agreement will be used by the Recipient solely for Purpose and for no other purpose. The Recipient shall keep the purpose of providing or receiving the Advisory Services in accordance with the terms of this Agreement.Confidential (ca) Notwithstanding the provisions of Section 6.1(a) above, the Receiving Party may disclose Confidential Information to its Representatives who (i) have a need to know such information for the purpose of assisting the Recipient in order to provide or receive Advisory Services in accordance connection with the terms of this AgreementPurpose, and (iib) who are informed by the Recipient of the confidential nature of the Confidential Information and the confidentiality and other obligations hereunder applicable to the Recipient and its Representatives, (ii) with the Company’s prior written consent, (iii) agree as provided in Section 3 or (iv) to maintain Fireman Capital CPF Xxxxxx Co-Invest LP (“Fireman”) and its Representatives, only in the event that Fireman has entered into a confidentiality agreement with the Company (in which case, treatment of such Confidential Information by such person shall be subject to the agreement between the Company and such person, and not this Agreement). The Recipient agrees to undertake reasonable precautions (i) to safeguard and protect the confidentiality of the Confidential Information in accordance with and (ii) to prevent his Representatives from prohibited or unauthorized disclosure or uses of the terms of this AgreementConfidential Information. The Receiving Party Recipient shall be fully responsible for any breach of this Agreement by his Representatives, provided that Recipient will not be responsible for any breach by a Representative whose conduct constitutes a breach of independent obligations between such Representative and the provisions Company. The term “person” as used in this Agreement shall be broadly interpreted to include without limitation any individual, governmental body, partnership, limited liability company, corporation or other entity. Without the prior written consent of this ARTICLE VI by the Company, other than as contemplated herein, neither the Recipient nor its Representatives will disclose to any person the fact that Confidential Information has been made available to him and his Representatives, that discussions or negotiations are taking place concerning a potential Transaction, or any terms, conditions or other facts with respect to the potential Transaction, including the status thereof. Notwithstanding anything to the contrary herein, nothing herein shall in any manner restrict the ability of the Recipient and its RepresentativesRepresentatives to engage in discussions and negotiations with any third party and such third party’s Representatives that may be negotiating a potential Transaction with the Company regarding such potential Transaction. (db) Notwithstanding The term “Confidential Information” does not include information that: (i) the provisions Recipient or a Representative already possessed at the time of Section 6.1(adisclosure provided that the source of such information is not, to the Recipient’s or such Representative’s knowledge, subject to restrictions on the right to transfer or disclose such information free of any legally binding or fiduciary obligation to the Company to keep such information confidential, (ii) above, if the Receiving Party Recipient or its Representatives are required to disclose a Representative independently developed without the use of any Confidential Information to Information, (iii) the Recipient or a Representative received from a third party pursuant who is not, to Applicable Lawthe Recipient’s or such Representative’s knowledge, subject to restrictions on the Receiving Party shall promptly notify the Disclosing Party in writing right to transfer or disclose such information free of any legally binding or fiduciary obligation to the Company to keep such requirementinformation confidential, if legally permissible, so that or (iv) at the Disclosing Party may seek an appropriate protective order time of disclosure was publicly available prior to the Effective Date or other appropriate remedy or waive compliance with the provisions thereafter becomes publicly available without any violation of this Agreement. The Receiving Party shall, and shall direct its Representatives to, reasonably cooperate with Agreement on the Disclosing Party to obtain such a protective order or other remedy and if such order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party and its Representatives shall disclose only that portion part of the Confidential Information which they are advised by counsel they have a legal obligation to disclose and will use good faith efforts to obtain reliable assurance that confidential treatment will be accorded the information so disclosedRecipient or any of his Representatives. (e) Notwithstanding the provisions of Section 6.1(a) and Section 6.1(b) above, nothing set forth in this ARTICLE VI shall operate or be construed to operate as restricting in any manner the rights or ability of (i) COAC or its Representatives (including its Operations Executives) to disclose Confidential Information of a Disclosing Party to CCM or CCM’s Representatives or (ii) CCM or its Representatives to use any Confidential Information of the Disclosing Party in connection with any Governance Activities or Investment Activities, regardless of whether or not such activities relate to Client or its Affiliates.

Restrictions on Disclosure and Use of Confidential Information. (a) The Receiving Party shall treat any may disclose the Confidential Information received from only to its representatives, officers and employees and then only to such representatives, officers and employees whom such disclosure is reasonably necessary, provided that such representatives, officers and employees are either bound by general confidentiality undertakings no less stringent than those contained in this Agreement or agree, in writing, to be bound by the terms and conditions of this Agreement prior to such disclosure, as if they were Party to this Agreement. Notwithstanding the above in clause 3.1, the Receiving Party shall be responsible for a breach of the terms of this Agreement by its representatives, officers and employees to whom it discloses Confidential Information of the Disclosing Party as confidential and shall notParty, and the Receiving Party shall cause its Representatives take all reasonable measures to restrain such persons from prohibited or unauthorised use or disclosure of the Disclosing Party's Confidential Information. The Receiving Party agrees: not to, directly or indirectly, disclose, reveal, divulge, publish or otherwise make known any to disclose the Confidential Information received from the Disclosing Party to any other Person third party for any reason or purpose whatsoeverwhatsoever without the prior written consent of the Disclosing Party, except as provided in Section 6.1(c), Section 6.1(d) or Section 6.1(e) below. (b) Except as otherwise set forth in this Agreement, the Receiving Party shall, and shall cause its Representatives to, use the Confidential Information received from a Disclosing Party solely for the purpose of providing or receiving the Advisory Services save in accordance with the terms of this Agreement. (c) Notwithstanding the provisions of Section 6.1(a) above, the Receiving Party may disclose Confidential Information to its Representatives who (i) have a need to know such information in order to provide or receive Advisory Services in accordance with the terms of this Agreement, (ii) are informed of the confidential nature of the Confidential Information and (iii) agree to maintain the confidentiality of the Confidential Information in accordance with the terms of this Agreement. The Receiving Party shall be fully responsible for any breach of the provisions of this ARTICLE VI by any of its Representatives. (d) Notwithstanding the provisions of Section 6.1(a) above, if the Receiving Party or its Representatives are required to disclose any Confidential Information to a third party pursuant to Applicable Law, the Receiving Party shall promptly notify the Disclosing Party in writing of any such requirement, if legally permissible, so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Receiving Party shall; not to utilise, and shall direct its Representatives toemploy, reasonably cooperate with exploit or in any other manner whatsoever use the Disclosing Party Confidential Information disclosed pursuant to obtain such a protective order or other remedy and if such order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions of this AgreementAgreement for any purpose whatsoever other than strictly in relation to the Purpose; that the unauthorised or unlawful use or disclosure of the Confidential Information may cause irreparable loss, harm and damage to the Disclosing Party. Furthermore, the Receiving Party and its Representatives shall disclose only acknowledges that portion monetary damages may not be a sufficient remedy for unauthorised or unlawful use or disclosure of the Confidential Information which they are advised by counsel they have a legal obligation to disclose and will use good faith efforts to obtain reliable assurance that confidential treatment will the Disclosing Party shall be accorded the information so disclosed. (e) Notwithstanding the provisions of Section 6.1(a) and Section 6.1(b) aboveentitled, nothing set forth in this ARTICLE VI shall operate or be construed to operate as restricting in without waiving any manner the other rights or ability remedies, to such interim or equitable relief as may be deemed proper by a court of (i) COAC competent jurisdiction. Unless the Parties otherwise agree in writing, any documentation or its Representatives (including its Operations Executives) records relating to disclose the Disclosing Party's Confidential Information which comes into the possession of a Disclosing the Receiving Party during the existence of this Agreement or at any time thereafter: shall be deemed to CCM or CCM’s Representatives or (ii) CCM or its Representatives to use any form part of the Confidential Information of the Disclosing Party; shall not be copied or reproduced by the Receiving Party other than strictly in connection accordance with the requirements of the Purpose; and shall be surrendered to the Disclosing Party on request, and the Receiving Party shall not retain any Governance Activities or Investment Activitiesextracts therefrom, regardless of whether or not such activities relate to Client or unless required for its Affiliatesinternal purposes only.

Restrictions on Disclosure and Use of Confidential Information. Each Party shall, and shall cause its Representatives to, hold the Confidential Information of the other Party in secrecy and confidence (ain a manner consistent with the protection of its own confidential information of a similar nature, and in any event no less than a reasonable standard of care) The Receiving in accordance with the provisions of these Terms. Each Party shall treat any not, and shall ensure that its Representatives do not, use the Confidential Information received from of the Disclosing other Party for any purpose other than performance of such Party’s obligations under the Contract. Each Party, in its capacity as confidential and the Receiving Party, shall not, and shall cause its Representatives not to, directly or indirectly, disclose, reveal, divulge, publish use, exploit (whether for its own benefit or the benefit of anyone other than the other Party), provide or otherwise make known available any Confidential Information received from of the Disclosing other Party to any Person other Person for any reason or purpose whatsoever, except as provided in Section 6.1(c), Section 6.1(d) or Section 6.1(e) below. (b) Except as otherwise set forth in this Agreement, the Receiving Party shall, and shall cause its Representatives to, use the Confidential Information received from a Disclosing Party solely for the purpose of providing or receiving the Advisory Services than in accordance with the terms of this Agreement. (c) Notwithstanding the provisions of Section 6.1(a) abovethese Terms and on a need-to-know basis, the Receiving Party may disclose Confidential Information provided such Persons are bound in writing by confidentiality obligations that are applicable to its Representatives who (i) have a need to know such information in order to provide or receive Advisory Services in accordance with the terms of this Agreement, (ii) are informed of the confidential nature of the Confidential Information and (iii) agree to maintain are substantially as restrictive as the confidentiality of the Confidential Information in accordance with the terms provisions of this AgreementSection 10 (or, in the case of accountants and attorneys, are bound by professional obligations of confidentiality), in order to permit those Persons to assist the Receiving Party in connection with performance of its obligations under the Contract. The Receiving Party shall be fully responsible for any breach of the provisions of this ARTICLE VI by any of its Representatives. (d) Notwithstanding the provisions of Section 6.1(a) above, if the Receiving Party or its Representatives are required to disclose any Confidential Information to a third party pursuant to Applicable Law, the Receiving Party shall promptly notify the Disclosing Party in writing of any such requirementmisuse, if legally permissible, so that the Disclosing Party may seek an appropriate protective order misappropriation or other appropriate remedy or waive compliance with the provisions unauthorized disclosure of this Agreement. The Receiving Party shall, and shall direct its Representatives to, reasonably cooperate with the Disclosing Party to obtain such a protective order or other remedy and if such order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party and its Representatives shall disclose only that portion of the Confidential Information which they are advised by counsel they have a legal obligation to disclose and will use good faith efforts to obtain reliable assurance that confidential treatment will be accorded the information so disclosed. (e) Notwithstanding the provisions of Section 6.1(a) and Section 6.1(b) above, nothing set forth in this ARTICLE VI shall operate or be construed to operate as restricting in any manner the rights or ability of (i) COAC or its Representatives (including its Operations Executives) to disclose Confidential Information of a Disclosing Party to CCM or CCM’s Representatives or (ii) CCM or its Representatives to use any Confidential Information of the Disclosing Party promptly following knowledge or discovery (in connection each case after due inquiry) thereof. Upon the Disclosing Party’s written request, the Receiving Party shall, at the Disclosing Party’s option, either (a) deliver to the Disclosing Party all documents, notes, summaries, analysis, compilations and other recordings containing or reflecting the Disclosing Party’s Confidential Information and all copies thereof or (b) destroy all such material, and in either case (a) or (b), an officer of the Receiving Party shall certify in writing to the Disclosing Party that the same has been done; provided, that copies of such Confidential Information may be retained by the Receiving Party if automatically stored pursuant to the Receiving Party’s archival or record retention policies, provided such Confidential Information is not readily accessible and the Receiving Party complies with any Governance Activities or Investment Activities, regardless of whether or not the confidentiality obligations and use restrictions in these Terms for so long as such activities relate to Client or its AffiliatesConfidential Information is so retained.

Restrictions on Disclosure and Use of Confidential Information. (a) The Receiving Party shall 2.1. Recipient will, and will cause its Representatives to, treat any all Confidential Information received from the Disclosing Party as confidential proprietary, secret and confidential. Recipient shall not, and shall cause its Representatives not to, directly or indirectly, disclose, reveal, divulge, publish or otherwise make known any Confidential Information received from the Disclosing Party to any other Person for any reason or purpose whatsoever, except as provided in Section 6.1(c), Section 6.1(d) or Section 6.1(e) below. (b) Except as otherwise set forth in this Agreement, the Receiving Party shall, and shall cause permit its Representatives to, disclose Confidential Information to any Person (except as permitted pursuant to this Section 2), without the express prior written consent of the Company, which consent may be withheld for any reason in the sole discretion of Company. 2.2. Without the prior written consent of the Company, Recipient shall not, and shall not permit its Representatives to, make any use whatsoever of the Confidential Information received from a Disclosing Party solely other than as may be necessary for Recipient’s evaluation and consideration of the purpose Potential Transaction. 2.3. Except as set forth in Section 2.4, Recipient shall only disclose Confidential Information to those of providing or receiving its Representatives (x) that reasonably require such information in assisting Recipient’s evaluation and consideration of the Advisory Services in accordance with Potential Transaction and (y) who have agreed to be bound by the terms of this Agreement to the confidentiality and use terms hereof. Recipient shall be liable to the Company for any act (or failure to act) by any of its Representatives that if taken (or failed to be taken) by Recipient, would result in a breach of Recipient’s obligations under this Agreement. (c) Notwithstanding . Upon request by the provisions Company, Recipient shall provide the Company with a list of Section 6.1(a) above, the Receiving Party may disclose Confidential Information to its Representatives who (i) have a need received Confidential Information. 2.4. In the event that Recipient or any of its Representatives are requested pursuant to, or required by, any law, rule or regulation applicable to know such Recipient or its Representatives, pursuant to the rules of any listing authority or stock exchange with respect to which Recipient or any of its Representatives are bound to comply, or pursuant to any legal or regulatory proceeding, order, subpoena or request of any court of competent jurisdiction or any other competent jurisdictional governmental, regulatory or supervisory body, to disclose any Confidential Information or any other information concerning the Company, its Affiliates and/or the Potential Transaction, Recipient shall, unless prohibited by law, provide the Company with prompt written notice thereof in order to enable the Company to seek an appropriate protective order or other remedy (and if the Company seeks such an order, Recipient or such Representative will provide such cooperation as the Company requests), to consult with Recipient or receive Advisory Services such Representative with respect to the Company’s taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in accordance with the terms of this Agreementwhole or in part, (ii) are informed of the confidential nature of the Confidential Information and (iii) agree to maintain the confidentiality of the Confidential Information in accordance with the terms of this Agreement. The Receiving Party Recipient shall be fully responsible for any breach of the provisions of this ARTICLE VI by any of its Representatives. (d) Notwithstanding the provisions of Section 6.1(a) abovenot, if the Receiving Party or and shall not permit its Representatives are required to, oppose any action by the Company to disclose any Confidential Information to obtain a third party pursuant to Applicable Law, the Receiving Party shall promptly notify the Disclosing Party in writing of any such requirement, if legally permissible, so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreementremedy. The Receiving Party shall, and shall direct its Representatives to, reasonably cooperate with the Disclosing Party to obtain If such a protective order or other remedy and if such order or other remedy is not obtained, or if the Disclosing Party Company, in its sole discretion, waives compliance with the provisions of this Agreement, the Receiving Party and its Representatives shall Recipient (or such other Person required to disclose Confidential Information) may disclose Confidential Information, but only that portion of the such Confidential Information which they are advised by counsel they have a legal obligation as it is legally required to disclose to avoid contempt or other penalty in the reasonable advice of counsel to Recipient (or such other Person required to disclose Confidential Information), and will use good faith shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the information such Confidential Information so disclosed. (e) Notwithstanding the provisions of Section 6.1(a) and Section 6.1(b) above, nothing set forth in this ARTICLE VI shall operate or be construed to operate as restricting in any manner the rights or ability of (i) COAC or its Representatives (including its Operations Executives) to disclose Confidential Information of a Disclosing Party to CCM or CCM’s Representatives or (ii) CCM or its Representatives to use any Confidential Information of the Disclosing Party in connection with any Governance Activities or Investment Activities, regardless of whether or not such activities relate to Client or its Affiliates.