Common use of Restrictions on Disclosure and Use Clause in Contracts

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a Party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing Party and may be used by the receiving Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement, and (c) shall be disclosed only to employees or agents of a Party with a need to know. Moreover, such Information shall be used by the receiving Party only for the purpose of performing under this Agreement or in the exercise of its rights it may receive under the provisions of this Agreement. Unless the furnishing Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving Party. The receiving Party may disclose such Information to other persons, upon the furnishing Party’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing Party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally known to the public without breach of this Agreement by the receiving Party; or (iii) which at the time of disclosure to the receiving Party was known to such Party free of restriction and clearly evidenced by documentation in such Party’s possession; or (iv) which the disclosing Party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that such receiving Party shall first notify the furnishing Party in writing of the demand or order and permit and cooperate with the furnishing party in seeking an appropriate protective order (or an equivalent mechanism for protecting such Information in the relevant jurisdictions).

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a Party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing Party and may be used by the receiving Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement, ; and (c) shall be Confidential Portions of this Document Have Been Redacted and Filed Separately with the Commission. [***] symbolizes language omitted pursuant to an application for Confidential Treatment. disclosed only to employees or agents of a Party and Affiliates of a Party, all with a need to know. Such Affiliates or agents shall enter into a nondisclosure agreement with the receiving Party setting forth the obligations substantially equal to those herein prior to the disclosure of Information by receiving Party to such Affiliates or agents. Moreover, such Information shall be used by the receiving Party only for the purpose of performing purposes contemplated under this Agreement or in the exercise of its rights it may receive expressly under the provisions of this Agreement. Unless the furnishing Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving Party. The receiving Party may disclose such Information information to other persons, upon the furnishing Party’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing Party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally known available to the public without breach of this Agreement by the receiving Party; or (iii) which at the time of disclosure to the receiving Party was known to such Party free of restriction and clearly evidenced by documentation in such Party’s possession; or (iv) which the disclosing Party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that such receiving Party shall first notify the furnishing Party in writing of the demand or order and permit and cooperate with the furnishing party in seeking an appropriate protective order (or an equivalent mechanism for protecting such Information in the relevant jurisdictions).

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a Party party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing Party party and may be used by the receiving Party party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of this Agreement, ; and (c) shall be disclosed only to employees or agents of a Party with the receiving party who have a need to know. Moreover, such Information shall be used by the receiving Party party only for the purpose of performing under this Agreement or in the exercise of its any rights it may receive under the provisions of this Agreement. Unless the furnishing Party party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving Partyparty. The receiving Party party may disclose such Information to other persons, upon the furnishing Partyparty’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing Partyparty. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party or lawfully received free of restriction from another source having the right to so furnish such Informationparty; or (ii) after it has become generally known available to the public without breach of this Agreement by the receiving Partyparty; or (iii) which at the time of disclosure to the receiving Party party was known to such Party party free of restriction and clearly evidenced by documentation in such Partyparty’s possession; or (iv) which the disclosing Party furnishing party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid legal order of a competent court of law or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that such the receiving Party party shall first notify the furnishing Party disclosing party in writing of the demand or such order and permit and cooperate with the furnishing disclosing party in seeking to seek an appropriate protective order to ensure that the information being disclosed remains protected as confidential. The provisions of this Section 15 Confidential Portions of this Document Have Been Redacted and Filed Separately with the Commission shall be effective for a period of fifteen (or an equivalent mechanism for protecting such Information in 15) years after the relevant jurisdictions)date of the last disclosure made under this Agreement.

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a Party does not wish to disclose without restriction (“Information”) shall will remain the property of the furnishing Party and may be used by the receiving Party only as follows. Such Information (a) shall will not be reproduced or copiedcopied by the receiving Party, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement, and (c) shall will be disclosed by the receiving Party only to employees or agents of a the receiving Party with a need to know. Moreover, such Information shall will be used by the receiving Party only for the purpose of performing under this Agreement or in the exercise of its rights it may receive under the provisions of this Agreement. Unless the furnishing Party consents in this Agreement or otherwise in writing, such Information shall will be held in strict confidence by the receiving Party. The receiving Party may disclose such Information to other personsPersons, upon with the furnishing Party’s prior written authorization, but solely to perform acts which that this clause expressly authorizes the receiving Party to perform itself itself, and further provided that such other person Person agrees in writing (a copy of which writing will be provided to the furnishing Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing PartySection 10. These restrictions on the use or disclosure of Information shall will not apply to any Information: (i) which that can be proven to be or have been independently developed by the receiving Party or lawfully received by the receiving Party free of restriction confidentiality obligations to the furnishing Party from another source having the right to so furnish such Information; or (ii) after it has become generally known to the public without breach of this Agreement by the receiving Party; or (iii) which that at the time of disclosure to the receiving Party was known to such Party free of restriction confidentiality obligations to the furnishing Party and clearly evidenced by documentation in such Party’s possession; or (iv) which that the disclosing furnishing Party expressly agrees in writing is free of such restrictions; or (v) which that is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid order or request of a court or other governmental body, but only to the extent of and for the purposes of such demand demand, order, or orderrequest; provided, however, in the case of clause (v), that such receiving Party shall first notify the furnishing Party in writing of the demand demand, order or order request and permit and cooperate with the furnishing party Party in seeking an appropriate protective order (or an equivalent mechanism for protecting such Information in the relevant jurisdictions).

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a Party does not wish to disclose without restriction (“"Information”") shall remain the property of the furnishing Party and may be used by the receiving Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement, and (c) shall be disclosed only to employees or agents of a Party with a need to know. Moreover, such Information shall be used by the receiving Party only for the purpose of performing under this Agreement or in the exercise of its rights it may receive under the provisions of this Agreement. Unless the furnishing Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving Party. The receiving Party may disclose such Information to other persons, upon the furnishing Party’s 's prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing Party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally known to the public without breach of this Agreement by the receiving Party; or (iii) which at the time of disclosure to the receiving Party was known to such Party free of restriction and clearly evidenced by documentation in such Party’s 's possession; or (iv) which the disclosing Party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that such receiving Party shall first notify the furnishing Party in writing of the demand or order and permit and cooperate with the furnishing party in seeking an appropriate protective order (or an equivalent mechanism for protecting such Information in the relevant jurisdictions).

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a Party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing Party and may be used by the receiving Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement, and (c) shall be disclosed only to employees or agents of a Party with a need to know. Moreover, such Information shall be used by the receiving Party only for the purpose of performing under this Agreement or in the exercise of its rights it may receive under the provisions of this Agreement. Unless the furnishing Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving Party. The receiving Party may disclose such Information to other persons, upon the furnishing Party’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing Party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally known available to the public without breach of this Agreement by the receiving Party; or (iii) which at the time of disclosure to the receiving Party was known to such Party free of restriction and clearly evidenced by documentation in such Party’s possession; or (iv) which the disclosing Party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that such receiving Party shall first notify the furnishing Party in writing of the demand or order and permit and cooperate with the furnishing party in seeking an appropriate protective order (or an equivalent mechanism for protecting such Information in the relevant jurisdictions).

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a Party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing Party and may be used by the receiving Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement, ; and (c) shall be disclosed only to employees or agents of a Party and Affiliates of a Party, all with a need to know. Such Affiliates or agents shall enter into a nondisclosure agreement with the receiving Party setting forth the obligations substantially equal to those herein prior to the disclosure of Information by receiving Party to such Affiliates or agents. Moreover, such Information shall be used by the receiving Party only for the purpose of performing purposes contemplated under this Agreement or in the exercise of its rights it may receive expressly under the provisions of this Agreement. Unless the furnishing Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving Party. The receiving Party may disclose such Information to other persons, upon the furnishing Party’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing Party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally known available to the public without breach of this Agreement by the receiving Party; or (iii) which at the time of disclosure to the receiving Party was known to such Party free of restriction and clearly evidenced by documentation in such Party’s possession; or (iv) which the disclosing Party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that such receiving Party shall first notify the furnishing Party in writing of the demand or order and permit and cooperate with the furnishing party in seeking an appropriate protective order (or an equivalent mechanism for protecting such Information in the relevant jurisdictions).

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a Party does party not wish to disclose without restriction (“Information”"information") shall remain the property of the furnishing Party party and may be used by the receiving Party party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, . except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement, ; and (c) shall be disclosed only to employees or agents of a Party party with a need to know. Moreover, such Information formation shall be used by the receiving Party party only for the purpose of performing contemplated under this Agreement or in the exercise of its rights it may receive expressly under the provisions of this Agreement. Unless the furnishing Party party consents in this Agreement or otherwise in writing, such Information information shall be held in strict confidence by the receiving Partyparty. The receiving Party party may disclose such Information to other persons, upon the furnishing Party’s party's prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party party to perform itself and further provided such other person agrees agree in writing (a copy of which writing will be provided to the furnishing Party party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing Partyparty. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party party or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally known available to the public without breach of this Agreement by the receiving Party; party: or (iii) which at the time of disclosure to the receiving Party party was known to such Party party free of restriction and clearly evidenced by documentation in such Party’s party's (possession; or (iv) which the disclosing Party agrees party agree in writing is free of such restrictions; or (v) which is the subject . The terms of a subpoena or other legal or administrative demand for disclosure or is disclosed this section 14 are in response to a valid order of a court or other governmental body, but only addition to the extent confidentiality obligations of and for any non-disclosure agreement between the purposes parties. In the event of any inconsistency between the terms of such demand or order; providedagreement and the terms contained herein, however, that such receiving Party shall first notify the furnishing Party in writing those terms which most protective of the demand or order and permit and cooperate with the furnishing party in seeking an appropriate protective order (or an equivalent mechanism for protecting such Information in the relevant jurisdictions)shall prevail.

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a Party does not wish to disclose without restriction (“"Information”") shall remain the property of the furnishing Party and may be used by the receiving Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement, and (c) shall be disclosed only to employees or agents of a Party with a need to know. Moreover, such Information shall be used by the receiving Party only for the purpose of performing under this Agreement or in the exercise of its rights it may receive under the provisions of this Agreement. Unless the furnishing Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving Party. The receiving Party may disclose such Information to other persons, upon the furnishing Party’s 's prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing Party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally known available to the public without breach of this Agreement by the receiving Party; or (iii) which at the time of disclosure to the receiving Party was known to such Party free of restriction and clearly evidenced by documentation in such Party’s 's possession; or (iv) which the disclosing Party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that such receiving Party shall first notify the furnishing Party in writing of the demand or order and permit and cooperate with the furnishing party in seeking an appropriate protective order (or an equivalent mechanism for protecting such Information in the relevant jurisdictions).

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a Party party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing Party party and may be used by the receiving Party party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of this Agreement, ; and (c) shall be disclosed only to employees or agents of a Party with the receiving party who have a need to know. Moreover, such Information shall be used by the receiving Party party only for the purpose of performing under this Agreement or in the exercise of its any rights it may receive under the provisions of this Agreement. Unless the furnishing Party party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving Partyparty. The receiving Party party may disclose such Information to other persons, upon the furnishing Partyparty’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing Partyparty. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party or lawfully received free of restriction from another source having the right to so furnish such Informationparty; or (ii) after it has become generally known available to the public without breach of this Agreement by the receiving Partyparty; or (iii) which at the time of disclosure to the receiving Party party was known to such Party party free of restriction and clearly evidenced by documentation in such Partyparty’s possession; or (iv) which the disclosing Party furnishing party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid legal order of a competent court of law or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that such the receiving Party party shall first notify the furnishing Party disclosing party in writing of the demand or such order and permit and cooperate with the furnishing disclosing party in seeking to seek an appropriate protective order to ensure that the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (or 15) years after the date of the last disclosure made under this Agreement. Confidential Portions of this Document Have Been Redacted and Filed Separately with the Commission. [***] symbolizes language omitted pursuant to an equivalent mechanism application for protecting such Information in the relevant jurisdictions)Confidential Treatment.

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a Party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing Party and may be used by the receiving Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement, ; and (c) shall be disclosed only to employees or agents of a Party and Affiliates of a Party, all with a need to know. Such Affiliates or agents shall enter into a nondisclosure agreement with the receiving Party setting forth the obligations substantially equal to those herein prior to the disclosure of Information by receiving Party to such Affiliates or agents. Moreover, such Information shall be Redacted and Filed Separately with the Commission used by the receiving Party only for the purpose of performing purposes contemplated under this Agreement or in the exercise of its rights it may receive expressly under the provisions of this Agreement. Unless the furnishing Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving Party. The receiving Party may disclose such Information to other persons, upon the furnishing Party’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing Party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally known available to the public without breach of this Agreement by the receiving Party; or (iii) which at the time of disclosure to the receiving Party was known to such Party free of restriction and clearly evidenced by documentation in such Party’s possession; or (iv) which the disclosing Party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that such receiving Party shall first notify the furnishing Party in writing of the demand or order and permit and cooperate with the furnishing party in seeking an appropriate protective order (or an equivalent mechanism for protecting such Information in the relevant jurisdictions).

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a Party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing Party and may be used by the receiving Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement, ; and (c) shall be disclosed only to employees or agents of a Party and Affiliates of a Party, all with a need to know. Such Affiliates or agents shall enter into a nondisclosure agreement with the receiving Party setting forth the obligations substantially equal to those herein prior to the disclosure of information by receiving Party to such Affiliates or agents. Moreover, such Information shall be used by the receiving Party only for the purpose of performing purposes contemplated under this Agreement or in the exercise of its rights it may receive expressly under the provisions of this Agreement. Unless the furnishing Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving Party. The receiving Party may disclose such Information to other persons, upon the furnishing Party’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing Party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally known available to the public without breach of this Agreement by the receiving Party; or (iii) which at the time of disclosure to the receiving Party was known to such Party free of restriction and clearly evidenced by documentation in such Party’s possession; or (iv) which the disclosing Party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that such receiving Party shall first notify the furnishing Party in writing of the demand or order and permit and cooperate with the furnishing party in seeking an appropriate protective order (or an equivalent mechanism for protecting such Information in the relevant jurisdictions).

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a Party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing Party and may be used by the receiving Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement, ; and (c) shall be disclosed only to employees or agents of a Party and Affiliates of a Party, all with a need to know. Such Affiliates or agents shall enter into a nondisclosure agreement with the receiving Party setting forth the obligations substantially equal to those herein prior to the disclosure of information by receiving Party to such Affiliates or agents. Moreover, such Information shall be used by the receiving Party only for the purpose of performing purposes contemplated under this Agreement or in the exercise of its rights it may receive expressly under the provisions of this Agreement. Unless the furnishing Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving Party. The receiving Party may disclose such Confidential Portions of this Document Have Been Redacted and Filed Separately with the Commission Information to other persons, upon the furnishing Party’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing Party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally known available to the public without breach of this Agreement by the receiving Party; or (iii) which at the time of disclosure to the receiving Party was known to such Party free of restriction and clearly evidenced by documentation in such Party’s possession; or (iv) which the disclosing Party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that such receiving Party shall first notify the furnishing Party in writing of the demand or order and permit and cooperate with the furnishing party in seeking an appropriate protective order (or an equivalent mechanism for protecting such Information in the relevant jurisdictions).

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a Party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing Party and may be used by the receiving Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement, ; and (c) shall be disclosed only to employees or agents of a Party and Affiliates of a Party, all with a need to know. Such Affiliates or agents shall enter into a nondisclosure agreement with the receiving Party setting forth the obligations substantially equal to those herein prior to the disclosure of Information by receiving Party to such Affiliates or agents. Moreover, such Information shall be used by the receiving Party only for the purpose of performing purposes contemplated under this Agreement or in the exercise of its rights it may receive expressly under the provisions of this Agreement. Unless the furnishing Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving Party. The receiving Party may disclose such Information information to other persons, upon the furnishing Party’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing Party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party or lawfully received free of restriction from another source having the right to so furnish such Information; Redacted and Filed Separately with the Commission or (ii) after it has become generally known available to the public without breach of this Agreement by the receiving Party; or (iii) which at the time of disclosure to the receiving Party was known to such Party free of restriction and clearly evidenced by documentation in such Party’s possession; or (iv) which the disclosing Party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that such receiving Party shall first notify the furnishing Party in writing of the demand or order and permit and cooperate with the furnishing party in seeking an appropriate protective order (or an equivalent mechanism for protecting such Information in the relevant jurisdictions).

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a Party does not wish to disclose without restriction (“Information”) shall will remain the property of the furnishing Party and may be used by the receiving Party only as follows. Such Information (a) shall will not be reproduced or copiedcopied by the receiving Party, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement, and (c) shall will be disclosed by the receiving Party only to employees or agents of a the receiving Party with a need to know. Moreover, such Information shall will be used by the receiving Party only for the purpose of performing under this Agreement or in the exercise of its rights it may receive under the provisions of this Agreement. Unless the furnishing Party consents in this Agreement or otherwise in writing, such Information shall will be held in strict confidence by the receiving Party. The receiving Party may disclose such Information to other personsPersons, upon with the furnishing Party’s prior written authorization, but solely to perform acts which that this clause expressly authorizes the receiving Party to perform itself itself, and further provided that such other person Person agrees in writing (a copy of which writing will be provided to the furnishing Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing PartySection 7.3. These restrictions on the use or disclosure of Information shall will not apply to any Information: (ia) which that can be proven to be or have been independently developed by the receiving Party or lawfully received by the receiving Party free of restriction confidentiality obligations to the furnishing Party from another source having the right to so furnish such Information; or (iib) after it has become generally known to the public without breach of this Agreement by the receiving Party; or (iiic) which that at the time of disclosure to the receiving Party was known to such Party free of restriction confidentiality obligations to the furnishing Party and clearly evidenced by documentation in such Party’s possession; or (ivd) which that the disclosing furnishing Party expressly agrees in writing is free of such restrictions; or (ve) which that is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid order or request of a court or other governmental body, but only to the extent of and for the purposes of such demand demand, order, or orderrequest; provided, however, in the case of clause (e), that such receiving Party shall first notify the furnishing Party in writing of the demand demand, order, or order request and permit and cooperate with the furnishing party Party in seeking an appropriate protective order (or an equivalent mechanism for protecting such Information in the relevant jurisdictions).. Qualcomm Proprietary and Confidential

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a Party party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing Party party and may be used by the receiving Party party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of this Agreement, and (c) shall be disclosed only to Affiliates, employees or agents Agents of a Party with the receiving party who have a need to know. Moreover, such Information shall be used by the receiving Party party only for the purpose of performing under this Agreement or in the exercise of its any rights it may receive under the provisions of this Agreement. Unless the furnishing Party party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving Partyparty. The receiving Party party may disclose such Information to other persons, upon the furnishing Partyparty’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing Partyparty. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party or lawfully received free of restriction from another source having the right to so furnish such Informationparty; or (ii) after it has become generally known to the public without breach of this Agreement by from a source having the receiving Party; right to disclose such Information: or (iii) which at the time lime of disclosure to the receiving Party party was known to such Party party free of restriction and clearly evidenced by documentation in In such Partyparty’s possession; or (iv) which the disclosing Party furnishing party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid legal order of a competent court of law or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that such the receiving Party party shall first notify the furnishing Party disclosing party in writing of the demand or such order and permit and cooperate with the furnishing disclosing party in seeking to seek an appropriate protective order to ensure that the information being disclosed remains protected as confidential The provisions of this Section shall be effective for a period of fifteen (or an equivalent mechanism for protecting such Information in 15) years after the relevant jurisdictions).date of the last disclosure made under this Agreement QCTAP Confidential/Proprietary

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a Party does not wish to disclose without restriction (“"Information”") shall remain the property of the furnishing Party and may be used by the receiving Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement, ; and (c) shall be disclosed only to employees or agents of a Party and Affiliates of a Party, all with a need to know. Such Affiliates or agents shall enter into a nondisclosure agreement with the receiving Party setting forth the obligations substantially equal to those herein prior to the disclosure of Information by receiving Party to such Affiliates or agents. Moreover, such Information shall be used by the receiving Party only for the purpose of performing purposes contemplated under this Agreement or in the exercise of its rights it may receive expressly under the provisions of this Agreement. Unless the furnishing Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving Party. The receiving Party may disclose such Information to other persons, upon the furnishing Party’s 's prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing Party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally known available to the public without breach of this Agreement by the receiving Party; or (iii) which at the time of disclosure to the receiving Party was known to such Party free of restriction and clearly evidenced by documentation in such Party’s 's possession; or (iv) which the disclosing Party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that such receiving Party shall first notify the furnishing Party in writing of the demand or order and permit and cooperate with the furnishing party in seeking an appropriate protective order (or an equivalent mechanism for protecting such Information in the relevant jurisdictions).

Restrictions on Disclosure and Use. All documentation and technical ---------------------------------- and business information and intellectual property in whatever form recorded that a Party does not wish to disclose without restriction (“"Information”") shall remain the property of the furnishing Party and may be used by the receiving Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement, and (c) shall be disclosed only to employees or agents of a Party with a need to know. Moreover, such Information shall be used by the receiving Party only for the purpose of performing under this Agreement or in the exercise of its rights it may receive under the provisions of this Agreement. Unless the furnishing Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving Party. The receiving Party may disclose such Information to other persons, upon the furnishing Party’s 's prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing Party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally known available to the public without breach of this Agreement by the receiving Party; or (iii) which at the time of disclosure to the receiving Party was known to such Party free of restriction and clearly evidenced by documentation in such Party’s 's possession; or (iv) which the disclosing Party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that such receiving Party shall first notify the furnishing Party in writing of the demand or order and permit and cooperate with the furnishing party in seeking an appropriate protective order (or an equivalent mechanism for protecting such Information in the relevant jurisdictions).

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a Party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing Party and may be used by the receiving Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement, and (c) shall be disclosed only to employees or agents of a Party with a need to know. Moreover, such Information shall be used by the Confidential portions of this document have been redacted and filed separately with the Commission. receiving Party only for the purpose of performing under this Agreement or in the exercise of its rights it may receive under the provisions of this Agreement. Unless the furnishing Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving Party. The receiving Party may disclose such Information to other persons, upon the furnishing Party’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing Party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally known available to the public without breach of this Agreement by the receiving Party; or (iii) which at the time of disclosure to the receiving Party was known to such Party free of restriction and clearly evidenced by documentation in such Party’s possession; or (iv) which the disclosing Party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that such receiving Party shall first notify the furnishing Party in writing of the demand or order and permit and cooperate with the furnishing party in seeking an appropriate protective order (or an equivalent mechanism for protecting such Information in the relevant jurisdictions).

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded You agree that a Party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing Party and may Evaluation Material will be used by the receiving Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement, and (c) shall be disclosed only to employees or agents of a Party with a need to know. Moreover, such Information shall be used by the receiving Party only solely for the purpose of performing under this Agreement or evaluating and/or participating in the exercise of its rights it may receive under the provisions of this Agreement. Unless the furnishing Party consents in this Agreement or otherwise in writinga Possible Transaction, and not used for any other purpose, and that such Information shall be held in strict confidence by the receiving Party. The receiving Party may disclose such Information to other persons, upon the furnishing Party’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party to perform itself and further provided such other person agrees in writing (a copy of which writing Evaluation Material will be provided to the furnishing Party at its request) to the same conditions respecting use of Information contained in this clause kept confidential by you and to any other reasonable conditions requested by the furnishing Party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally known to the public without breach of this Agreement by the receiving Party; or (iii) which at the time of disclosure to the receiving Party was known to such Party free of restriction and clearly evidenced by documentation in such Party’s possession; or (iv) which the disclosing Party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such demand or orderyour Representatives; provided, however, that (a) such receiving Party Evaluation Material may be disclosed to your Representatives who need to know such information for the purpose of evaluating any such Possible Transaction (it being understood that such Representatives shall first notify have been informed by you of the furnishing Party confidential and proprietary nature of the Evaluation Material and shall have been advised by you of this agreement and whom you shall cause to comply with the provisions hereof), and (b) any disclosure of such Evaluation Material may be made to which the Company consents in writing prior to disclosure. In any event, you shall be responsible for any breach of this agreement by any of your Representatives and you agree, at your sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain your Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. You further agree that the Evaluation Material that is in written form shall not be copied or reproduced at any time without the prior written consent of the Company, except for distribution to your Representatives in accordance with and subject to the provisions of this agreement. You acknowledge that you are aware, and will advise each of your Representatives who is informed as to the matters that are the subject of this agreement, that the securities laws of the United States prohibit any person who or that has received from an issuer of securities material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. In addition, except as required by any applicable law, rule or regulation, without the prior written consent of the Company, you will not, and will direct your Representatives not to, disclose to any person other than other members of the Ad Hoc Noteholders Committee, (i) the existence of this agreement and that the Evaluation Material has been made available to you or your Representatives, (ii) that discussions or negotiations are taking place concerning a Possible Transaction between the Company and you or (iii) any terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof. For these purposes, it is understood and agreed that the members of the Ad Hoc Noteholders Committee may make securities filings under Section 13(d) of the Securities Exchange Act of 1934 in which the matters set forth in clauses (i) and (ii) above may be disclosed to the extent counsel for the Ad Hoc Noteholders Committee believes such disclosure is required by law. In the event that you or your Representatives are requested or required pursuant to any applicable law, rule or regulation (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or order other process) to disclose any Evaluation Material or any other information regarding the existence of this agreement or discussions or negotiations concerning a Possible Transaction between the Company and permit and cooperate you, it is agreed that you will provide the Company with prompt notice of any such request or requirement (written if practical) so that the furnishing party in seeking Company may seek an appropriate protective order (or waive your compliance with the provisions of this agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, you or your Representatives are legally compelled to disclose Evaluation Material, you or your Representatives may disclose only that portion of the Evaluation Material which you or your Representatives are legally compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that portion of the Evaluation Material which is being disclosed. In any event, you or your Representatives will not oppose action by the Company to obtain an equivalent mechanism for protecting appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material. In the event that you or your Representatives shall have complied with the provisions of this paragraph, the Company agrees that such Information in the relevant jurisdictions)disclosure may be made by you or your Representatives without any liability hereunder.