Common use of Restrictions on Disclosure and Use Clause in Contracts

Restrictions on Disclosure and Use. (a) Except as provided in this Agreement, the Director will not disclose any Confidential Information to third parties or use any Confidential Information other than in connection with serving as a director of the Company without in each instance securing the prior written consent of the Company. (b) Nothing contained in this Agreement shall prevent the Director from disclosing Confidential Information to officers, directors, accountants and counsel for the Company or any other Tempur Company. In addition, nothing in this Agreement shall prevent the Director from disclosing Confidential Information (x) to the Director’s legal counsel (“Director Representative”) for the purpose of advising the Director on his rights and duties as a director of the Company and (y) to H Partners and any other H Partners Group Member listed on Schedule A or any of their directors, officers and employees listed in Schedule A under “Other H Partners Representatives” (with the H Partners Group Members and all such directors, officers and employees referred to individually as an “H Partners Representative” and collectively as the “H Partners Representatives”) for one or more of the Permitted Purposes. Each H Partners Group Member agrees that it or he will not use Confidential Information except for Permitted Purposes, will not disclose Confidential Information to third parties and will not disclose Confidential Information to any other H Partners Representatives unless, if such H Partners Representative is not a party to this Agreement or has not otherwise already delivered a Representative Undertaking as described below, agrees in writing to comply with the provisions of this Agreement by executing a Representative Undertaking in the form attached hereto as Exhibit A, which shall be for the benefit of and enforceable by the Company provided, further, that prior to the disclosure of any Confidential Information to any H Partners Representative, the Director must first have received from such H Partners Representative a duly executed Representative Undertaking in the form attached hereto as Exhibit A and a copy of such Representative Undertaking much have been provided to the Company pursuant to the notice provisions in Section 4.4 of this Agreement; provided, further, that the Director shall be entitled to supplement Schedule A attached hereto upon the Company’s prior written consent (such consent not to be unreasonably withheld) to add any H Partners Representatives not now existing or retained, as applicable, so long as such persons or entities qualify as such under the terms of this Agreement and execute a duly executed Representative Undertaking in the form attached hereto as Exhibit A and submitted to the Company in accordance with the terms hereof. Any Director Representative shall only be provided Confidential Information by the Director if such Director Representative agrees in writing to comply with the provisions of this Agreement by executing and delivering a Representative Undertaking, which shall be for the benefit of and enforceable by the Company and shall be delivered to the Company prior to sharing any Confidential Information with that Director Representative. (c) Notwithstanding paragraphs (a) and (b) above, in no event will the Director disclose to anyone (i) any Confidential Information that is marked “Privileged”, “Attorney Client Privileged” or with similar language indicating that the information may be the subject of one or more claims of privilege by the Tempur Companies, or (ii) any Confidential Information relating to H Partners or any H Partners Group Member (other than Mr. Nabi).

Restrictions on Disclosure and Use. You agree that the Evaluation Material will be used solely for the purpose of evaluating and/or participating in a Possible Transaction, and not used for any other purpose, and that such Evaluation Material will be kept confidential by you and your Representatives; provided, however, that (a) Except as provided such 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 have been informed by you of the 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 Agreementagreement by any of your Representatives and you agree, the Director will at your sole expense, to take all reasonable measures (including but not disclose any Confidential Information limited to third parties court proceedings) to restrain your Representatives from prohibited or unauthorized disclosure or use any Confidential Information other than in connection with serving as a director of the Company Evaluation Material. You further agree that the Evaluation Material that is in written form shall not be copied or reproduced at any time without in each instance securing the prior written consent of the Company. (b) Nothing contained , except for distribution to your Representatives in accordance with and subject to the provisions of this Agreement shall prevent agreement. You acknowledge that you are aware, and will advise each of your Representatives who is informed as to the Director 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 disclosing Confidential Information an issuer of securities material, non-public information from purchasing or selling securities of such issuer or from communicating such information to officers, directors, accountants and counsel for the Company any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or any other Tempur Companysell such securities. In addition, nothing in 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 shall prevent agreement and that the Director from disclosing Confidential Information Evaluation Material has been made available to you or your Representatives, (xii) to the Director’s legal counsel (“Director Representative”) for the purpose of advising the Director on his rights and duties as that discussions or negotiations are taking place concerning a director of Possible Transaction between the Company and you or (yiii) 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 other process) to H Partners and disclose any Evaluation Material or any other H Partners Group Member listed on Schedule A information regarding the existence of this agreement or discussions or negotiations concerning a Possible Transaction between the Company and you, it is agreed that you will provide the Company with prompt notice of any of their directors, officers and employees listed in Schedule A under “Other H Partners Representatives” such request or requirement (with written if practical) so that the H Partners Group Members and all such directors, officers and employees referred to individually as Company may seek an “H Partners Representative” and collectively as the “H Partners Representatives”) for one appropriate protective order or more of the Permitted Purposes. Each H Partners Group Member agrees that it or he will not use Confidential Information except for Permitted Purposes, will not disclose Confidential Information to third parties and will not disclose Confidential Information to any other H Partners Representatives unless, if such H Partners Representative is not a party to this Agreement or has not otherwise already delivered a Representative Undertaking as described below, agrees in writing to comply waive your compliance with the provisions of this Agreement by executing agreement. If, failing the entry of a Representative Undertaking in protective order or the form attached hereto as Exhibit Areceipt 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 shall you or your Representatives are legally compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be for accorded to that portion of the benefit of and enforceable Evaluation Material which is being disclosed. In any event, you or your Representatives will not oppose action by the Company provided, further, to obtain an appropriate protective order or other reliable assurance that prior to confidential treatment will be accorded the disclosure of any Confidential Information to any H Partners Representative, Evaluation Material. In the Director must first event that you or your Representatives shall have received from such H Partners Representative a duly executed Representative Undertaking in the form attached hereto as Exhibit A and a copy of such Representative Undertaking much have been provided to the Company pursuant to the notice provisions in Section 4.4 of this Agreement; provided, further, that the Director shall be entitled to supplement Schedule A attached hereto upon the Company’s prior written consent (such consent not to be unreasonably withheld) to add any H Partners Representatives not now existing or retained, as applicable, so long as such persons or entities qualify as such under the terms of this Agreement and execute a duly executed Representative Undertaking in the form attached hereto as Exhibit A and submitted to the Company in accordance with the terms hereof. Any Director Representative shall only be provided Confidential Information by the Director if such Director Representative agrees in writing to comply complied with the provisions of this Agreement by executing and delivering a Representative Undertakingparagraph, which shall be for the benefit of and enforceable by the Company and shall be delivered to the Company prior to sharing any Confidential Information with agrees that Director Representative. (c) Notwithstanding paragraphs (a) and (b) above, in no event will the Director disclose to anyone (i) any Confidential Information that is marked “Privileged”, “Attorney Client Privileged” or with similar language indicating that the information such disclosure may be the subject of one made by you or more claims of privilege by the Tempur Companies, or (ii) your Representatives without any Confidential Information relating to H Partners or any H Partners Group Member (other than Mr. Nabi)liability hereunder.

Restrictions on Disclosure and Use. (a) Except The Receiving Party hereby agrees, insofar as provided in this Agreement, it may be the Director will not disclose any Receiving Party:- 3.1 that it shall only be entitled to use the Confidential Information to third parties of the Disclosing Party for the specific purposes set out in the Disclosing Purpose, and it shall not utilize, employ, exploit or in any other manner use any the Confidential Information of the Disclosing Party for any purpose other than in connection with serving as a director the Disclosing Purpose; 3.2 subject to clauses 3.3 and 4.2, not to disclose the Confidential Information of the Company Disclosing Party to any third party or publish such information in any manner, for any reason or purpose whatsoever without in each instance securing the prior written consent of the Company.Disclosing Party, which consent may be withheld in the sole discretion of the Disclosing Party; (b) Nothing contained in this Agreement shall prevent 3.3 it will restrict the Director from disclosing dissemination of the Confidential Information of the Disclosing Party to officersonly those of its or its Affiliates’ personnel and professional advisers of good repute, directorswho are under a duty as employees or under a professional duty of confidence as advisers as regards information parted to them and who are actively involved in the ‘Disclosing Purpose and then only on a "need to know" basis, accountants and counsel for the Company or any other Tempur Company. In addition, nothing in this Agreement shall prevent the Director from disclosing will take all practical steps to impress upon those personnel and advisers who need to be given access to Confidential Information (x) to the Director’s legal counsel (“Director Representative”) for the purpose of advising the Director on his rights and duties as a director of the Company and (y) to H Partners and any other H Partners Group Member listed on Schedule A or any of their directors, officers and employees listed in Schedule A under “Other H Partners Representatives” (with the H Partners Group Members and all such directors, officers and employees referred to individually as an “H Partners Representative” and collectively as the “H Partners Representatives”) for one or more of the Permitted Purposes. Each H Partners Group Member agrees that it or he will not use Confidential Information except for Permitted Purposes, will not disclose Confidential Information to third parties and will not disclose Confidential Information to any other H Partners Representatives unless, if such H Partners Representative is not a party to this Agreement or has not otherwise already delivered a Representative Undertaking as described below, agrees in writing to comply with the provisions of this Agreement by executing a Representative Undertaking in the form attached hereto as Exhibit A, which shall be for the benefit of and enforceable by the Company provided, further, that prior to the disclosure of any Confidential Information to any H Partners Representative, the Director must first have received from such H Partners Representative a duly executed Representative Undertaking in the form attached hereto as Exhibit A and a copy of such Representative Undertaking much have been provided to the Company pursuant to the notice provisions in Section 4.4 of this Agreement; provided, further, that the Director shall be entitled to supplement Schedule A attached hereto upon the Company’s prior written consent (such consent not to be unreasonably withheld) to add any H Partners Representatives not now existing or retained, as applicable, so long as such persons or entities qualify as such under the terms of this Agreement and execute a duly executed Representative Undertaking in the form attached hereto secret and confidential nature of the Confidential Information and secure their agreement to treat such information as Exhibit A and submitted to the Company in accordance confidential consistently with the terms hereof. Any Director Representative of this Agreement; 3.4 that its Affiliates shall only be provided comply with the terms of this Agreement as if they were parties hereto in place of the Receiving Party; 3.5 that any unauthorized use, publication or other disclosure of the Confidential Information of the Disclosing Party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party hereby indemnifies and holds the Disclosing Party harmless against any loss, action, expense, claim, harm or damage of whatsoever nature suffered or sustained by the Director if such Director Representative agrees in writing Disclosing Party pursuant to comply with : 3.5.1 a breach by the Receiving Party of the provisions of this Agreement by executing and delivering a Representative UndertakingAgreement; or 3.5.2 any unauthorized use, which shall be for the benefit publication or disclosure of and enforceable by the Company and shall be delivered to the Company prior to sharing any Confidential Information with that Director Representative.by any of the Receiving Party’s personnel; and (c) Notwithstanding paragraphs (a) and (b) above3.6 the Receiving Party shall acquire no right, title or interest in no event will the Director disclose any information disclosed to anyone (i) any Confidential Information that is marked “Privileged”, “Attorney Client Privileged” or with similar language indicating that the information may be the subject of one or more claims of privilege it by the Tempur Companies, or (ii) any Confidential Information relating Disclosing Party pursuant to H Partners or any H Partners Group Member (other than Mr. Nabi)this Agreement.

Restrictions on Disclosure and Use. Each of the Parties agrees that as to any Confidential Information relating to one Party (a"Discloser") Except obtained in any manner by the other Party ("Recipient") hereunder: (A) to use such Confidential Information only in the performance of this Agreement or as provided otherwise expressly permitted by this Agreement or by the Discloser; (B) not to make copies of any such Confidential Information or any part thereof except to the extent required to fulfill the Party's obligations under this Agreement; (C) not to disclose any such Confidential Information to any third-party, using the same degree of care used to protect Recipient's own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care; provided, however, that Recipient may disclose Confidential Information received hereunder to (i) its Affiliates who are bound to protect the received Confidential Information from unauthorized use and disclosure under the terms of a written agreement (including without limitation a pre-existing written agreement), and (ii) to its employees, consultants and agents, and its Affiliates' employees, consultants and agents, who have a need to know to perform or exercise rights under this Agreement, and who are bound to protect the Director will not disclose any received Confidential Information from unauthorized use and disclosure under the terms of a written agreement (including without limitation a pre-existing written agreement). NextWave expressly agrees that MCI shall further be entitled to third parties or use any disclose the Technical Specifications, coverage * CONFIDENTIAL TREATMENT REQUESTED 36 maps and related Service and feature descriptions, but again subject to a written agreement protecting such Confidential Information from unauthorized use and disclosure (including without limitation a pre-existing written agreement) to: (x) to present and prospective Subscribers and other than customers and their respective employees, consultants and agents, who have a need to know such Confidential Information in connection with serving as a director the use or prospective use of the Company Service, and (y) such other third-parties as reasonably necessary or appropriate in order for MCI to exercise its rights under this Agreement. MCI will provide written notification to NextWave of any such disclosure. Confidential Information shall not otherwise be disclosed to any third-party without in each instance securing the prior written consent of the Company.Discloser; and (bD) Nothing contained in this Agreement shall prevent to return to the Director from disclosing other Party, or destroy, all of such Party's Confidential Information to officersreceived hereunder, directorswhether in any tangible medium of expression or electronic or other form or format, accountants and counsel for promptly upon the Company expiration or any other Tempur Company. In addition, nothing in this Agreement shall prevent the Director from disclosing Confidential Information (x) to the Director’s legal counsel (“Director Representative”) for the purpose of advising the Director on his rights and duties as a director of the Company and (y) to H Partners and any other H Partners Group Member listed on Schedule A or any of their directors, officers and employees listed in Schedule A under “Other H Partners Representatives” (with the H Partners Group Members and all such directors, officers and employees referred to individually as an “H Partners Representative” and collectively as the “H Partners Representatives”) for one or more of the Permitted Purposes. Each H Partners Group Member agrees that it or he will not use Confidential Information except for Permitted Purposes, will not disclose Confidential Information to third parties and will not disclose Confidential Information to any other H Partners Representatives unless, if such H Partners Representative is not a party to this Agreement or has not otherwise already delivered a Representative Undertaking as described below, agrees in writing to comply with the provisions of this Agreement by executing a Representative Undertaking in the form attached hereto as Exhibit A, which shall be for the benefit of and enforceable by the Company provided, further, that prior to the disclosure of any Confidential Information to any H Partners Representative, the Director must first have received from such H Partners Representative a duly executed Representative Undertaking in the form attached hereto as Exhibit A and a copy of such Representative Undertaking much have been provided to the Company pursuant to the notice provisions in Section 4.4 termination of this Agreement; provided, further, that the Director shall be entitled to supplement Schedule A attached hereto upon the Company’s prior written consent (such consent not to be unreasonably withheld) to add any H Partners Representatives not now existing or retained, as applicable, so long as such persons or entities qualify as such under the terms of this Agreement and execute a duly executed Representative Undertaking in the form attached hereto as Exhibit A and submitted to the Company in accordance with the terms hereof. Any Director Representative shall only be provided Confidential Information by the Director if such Director Representative agrees in writing to comply with the provisions of this Agreement by executing and delivering a Representative Undertaking, which shall be for the benefit of and enforceable by the Company and shall be delivered to the Company prior to sharing any Confidential Information with that Director Representative. (c) Notwithstanding paragraphs (a) and (b) above, in no event will the Director disclose to anyone (i) any Confidential Information that is marked “Privileged”, “Attorney Client Privileged” or with similar language indicating that the information may be the subject of one or more claims of privilege by the Tempur Companies, or (ii) any Confidential Information relating to H Partners or any H Partners Group Member (other than Mr. Nabi).

Restrictions on Disclosure and Use. (a) Except as provided in this AgreementIn consideration of the BBC’s disclosure of Confidential Information, and subject always to the requirements of Clause 3, the Director will not disclose any Recipient undertakes to the BBC: 2.1 to keep the Confidential Information confidential at all times; 2.2 to use it only for the Purpose and not for any other purpose including not to make any commercial use of it and not to use the same for the benefit of itself or any third parties or use party other than pursuant to a further agreement with the BBC. For the avoidance of any doubt, the disclosure of the Confidential Information by the BBC does not in itself constitute an offer by the other than in connection with serving as a director nor form the basis of any future contract unless the Company parties specifically agree otherwise. 2.3 not to disclose, without in each instance securing the BBC’s prior written consent of consent: 2.3.1 the Company. (b) Nothing contained in this Agreement shall prevent fact that the Director from disclosing Confidential Information has been made available to officers, directors, accountants and counsel for the Company Recipient or any other Tempur Company. In additionperson or 2.3.2 the fact of discussions or negotiations between the Recipient and the BBC in relation to the Project; or 2.3.3 any proposed or possible terms or conditions which are applicable in relation to the Project; 2.4 to take reasonable security precautions (at least as comprehensive as the precautions the Recipient takes to protect its own confidential information which the Recipient warrants are adequate to prevent unauthorised disclosure, nothing in this Agreement shall prevent the Director from disclosing Confidential Information (xcopying or use) to keep confidential the Director’s legal counsel (“Director Representative”) for the purpose of advising the Director on his rights and duties as a director of the Company and (y) Confidential Information; 2.5 not to H Partners and any other H Partners Group Member listed on Schedule A or any of their directors, officers and employees listed in Schedule A under “Other H Partners Representatives” (with the H Partners Group Members and all such directors, officers and employees referred to individually as an “H Partners Representative” and collectively as the “H Partners Representatives”) for one or more of the Permitted Purposes. Each H Partners Group Member agrees that it or he will not use Confidential Information except for Permitted Purposes, will not disclose Confidential Information to third parties and will not disclose Confidential Information to any other H Partners Representatives unlessperson except in confidence to such of its directors, if such H Partners Representative is not a party trustees, employees and professional advisers who reasonably need access to this Agreement or has not otherwise already delivered a Representative Undertaking as described below, agrees in writing to comply with the provisions of this Agreement by executing a Representative Undertaking in the form attached hereto as Exhibit A, which shall be Confidential Information for the benefit of Purpose and enforceable by the Company provided, further, provided that prior all such persons to the disclosure of any whom Confidential Information to any H Partners Representative, the Director must first have received from such H Partners Representative a duly executed Representative Undertaking in the form attached hereto as Exhibit A and a copy is so disclosed are informed of such Representative Undertaking much have been provided to the Company pursuant to the notice provisions in Section 4.4 of this Agreement; provided, further, that the Director shall be entitled to supplement Schedule A attached hereto upon the Company’s prior written consent (such consent not to be unreasonably withheld) to add any H Partners Representatives not now existing or retained, as applicable, so long as such persons or entities qualify as such under the terms of this Agreement and execute a duly executed Representative Undertaking in prior to disclosure to them either: 2.5.1 are obliged by their contracts of employment or service not to disclose the form attached hereto as Exhibit A same; or 2.5.2 where no existing contractual obligation exists, have entered into legally binding confidentiality agreements on equivalent terms to this Agreement; 2.6 to be responsible for the performance of Clauses 2.1, 2.2, 2.3 and submitted 2.4 above on the part of its directors, trustees, employees and professional advisers to the Company in accordance with the terms hereof. Any Director Representative shall only be provided whom Confidential Information by the Director if such Director Representative agrees in is disclosed pursuant to Clause 2.5 above; 2.7 not to copy, reproduce, summarise or reduce to writing to comply with the provisions any part of this Agreement by executing and delivering a Representative Undertaking, which shall be for the benefit of and enforceable by the Company and shall be delivered to the Company prior to sharing any Confidential Information with that Director Representative. (c) Notwithstanding paragraphs (a) and (b) above, in no event will the Director disclose to anyone (i) any Confidential Information that is marked “Privileged”, “Attorney Client Privileged” or with similar language indicating that the information except as may be reasonably necessary for the subject Purpose and that any copies, reproductions, summaries or reductions so made shall be the property of one the BBC; and 2.8 not to reverse engineer, decompile or more claims of privilege disassemble any software disclosed by the Tempur Companies, or (ii) any Confidential Information relating to H Partners or any H Partners Group Member (other than Mr. Nabi)BBC.