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

Restrictions on Use of Confidential Information. 6.2.1 The Receiving Party will use at least the same degree of care, but no less than a reasonable degree of care, to avoid unauthorized disclosure or use of the Disclosing Party’s Confidential Information as it employs with respect to its own Confidential Information, including taking reasonable measures to record who has access to Confidential Information. 6.2.2 The Receiving Party may disclose Confidential Information only to its own Personnel and to its Representatives, Affiliates and Subcontractors who reasonably need to know it in order to meet the contractual obligations as contemplated by the Order. The Receiving Party will be responsible to the Disclosing Party for any violation by its Personnel, Representatives, Affiliates or Subcontractors. Supplier shall take reasonable steps to record who has access to Confidential Information, including by keeping written access logs. The Receiving Party shall, upon request, provide to the Disclosing Party the identities and names of the individuals to whom Confidential Information has been disclosed. 6.2.3 The Receiving Party may not print or copy, in whole or in part, any documents or other media containing the Disclosing Party’s Confidential Information, other than copies for its Personnel, Representatives, Affiliates, or Subcontractors who are working on the matter, without the prior consent of the Disclosing Party. The Receiving Party shall keep a written record of who has received such prints or copies and, upon request, provide to the Disclosing Party the identities and names of such individuals. 6.2.4 The Receiving Party may not use the Disclosing Party’s Confidential Information for competing with the Disclosing Party, for its own benefit, or for any purpose not in furtherance of the Order. 6.2.5 As promptly as practicable (and in any event within ten (10) days) after the earlier of the completion of the Receiving Party’s obligations under, or the termination of, the Order, the Receiving Party will return or, with the consent of the Disclosing Party, destroy all of the Disclosing Party’s Confidential Information, except for business records required by law to be retained by the Receiving Party, and upon request of the Disclosing Party shall deliver an affidavit signed by an officer of the Receiving Party attesting to the return and/or destruction of the Confidential Information. 6.2.6 If the Receiving Party is requested, as part of an administrative, judicial or other legal proceeding, to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will, to the extent permitted by applicable law, notify the Disclosing Party in writing of such request as promptly as practicable (and in any event within five (5) Business Days after receiving the request) and cooperate with the Disclosing Party, at the Disclosing Party’s expense, in seeking a protective order or similar confidential treatment for such Confidential Information.

Restrictions on Use of Confidential Information. 6.2.1 The Receiving Each Party will use at least acknowledges that the same degree of careunauthorized use, but no less than a reasonable degree of care, to avoid unauthorized publication or disclosure or use of the Disclosing other Party’s Confidential Information may cause incalculable and irreparable injury to the other Party. Accordingly, each Party agrees to use all commercially reasonable efforts to keep the other Party’s Confidential Information confidential and (except as it employs with respect to its own authorized by this Agreement) not to, directly or indirectly, at any time during or after the Term publish, disclose, use or permit the use of (other than as contemplated in this Agreement) the other Party’s Confidential Information, including taking reasonable measures to record who has access to Confidential Information. 6.2.2 The Receiving Party may disclose Confidential Information only to its own Personnel and to its Representatives, Affiliates and Subcontractors who reasonably need to know it in order to meet the contractual obligations as contemplated by the Order. The Receiving Party will be responsible to the Disclosing Party for any violation by its Personnel, Representatives, Affiliates or Subcontractors. Supplier shall take reasonable steps to record who has access to Confidential Information, including by keeping written access logs. The Receiving Party shall, upon request, provide to the Disclosing Party the identities and names of the individuals to whom Confidential Information has been disclosed. 6.2.3 The Receiving Party may not print or copy, in whole or in part, any documents or otherwise make the other media containing the Disclosing Party’s Confidential Information, other than copies for its Personnel, Representatives, Affiliates, or Subcontractors who are working on the matter, without the prior consent of the Disclosing Party. The Receiving Party shall keep a written record of who has received such prints or copies and, upon request, provide to the Disclosing Party the identities and names of such individuals. 6.2.4 The Receiving Party may not use the Disclosing Party’s Confidential Information for competing with available to any unauthorized person without the Disclosing other Party’s prior written consent, for which may be granted or withheld by such other Party in its own benefitsole and absolute discretion. Disclosure of Confidential Information in response to a valid order by a court or Governmental Authority which seeks to compel the production of Confidential Information, or as otherwise required by Applicable Law or the rules of any internationally recognized stock exchange on which the securities of Yum or SpinCo are traded, shall not be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, that the Party required to make any purpose not in furtherance of such disclosure shall provide prompt written notice to the Orderother Party to enable the other Party to seek a protective order or otherwise prevent such disclosure. 6.2.5 As promptly as practicable (9.1.1 Each Party shall grant its employees and representatives access to the other Party’s Confidential Information only to the extent such employees and representatives need-to-know the Confidential Information in any event within ten (10) days) after order to discharge the earlier of the completion of the Receiving Party’s obligations underor exercise the Party’s rights under this Agreement, and shall, to the extent permitted by Applicable Law, prohibit its employees and representatives from communicating, divulging, or using the termination of, the Order, the Receiving Party will return or, with the consent of the Disclosing Party, destroy all of the Disclosing other Party’s Confidential Information, except for business records as may be required by law Applicable Law or authorized by this Agreement. 9.1.2 If a Party has any reason to be retained believe that a violation of its confidentiality obligations set forth herein has occurred, that Party shall promptly notify the other Party and shall cooperate, at its expense, with the other Party in any action or proceeding deemed necessary or reasonably advisable by the Receiving Party, and upon request of the Disclosing other Party shall deliver an affidavit signed by an officer of the Receiving Party attesting to the return and/or destruction of the Confidential Information. 6.2.6 If the Receiving Party is requested, as part of an administrative, judicial protect itself against infringement or other legal proceedingunlawful use, to disclose including the prosecution of any of the Disclosing Party’s Confidential Information, the Receiving Party will, to the extent permitted by applicable law, notify the Disclosing Party in writing of such request as promptly as practicable (and in any event within five (5) Business Days after receiving the request) and cooperate with the Disclosing Party, at the Disclosing Party’s expense, in seeking a protective order or similar confidential treatment for such Confidential Informationlawsuit.

Restrictions on Use of Confidential Information. 6.2.1 The Receiving Party will use at least the same degree of careshall not, but no less than a reasonable degree of careexcept as provided herein, to avoid unauthorized disclosure use, disclose, disseminate, or use of the Disclosing Party’s publish Confidential Information as it employs with respect to its own Confidential Information, including taking reasonable measures to record who has access to Confidential Information. 6.2.2 The Receiving Party may disclose Confidential Information only to its own Personnel and to its Representatives, Affiliates and Subcontractors who reasonably need to know it any non-Representative in order to meet the contractual obligations as contemplated by the Order. The Receiving Party will be responsible to the Disclosing Party for any violation by its Personnel, Representatives, Affiliates or Subcontractors. Supplier shall take reasonable steps to record who has access to Confidential Information, including by keeping written access logs. The Receiving Party shall, upon request, provide to the Disclosing Party the identities and names of the individuals to whom Confidential Information has been disclosed. 6.2.3 The Receiving Party may not print or copymanner whatsoever, in whole or in part, any documents or other media containing the Disclosing Party’s Confidential Information, other than copies for its Personnel, Representatives, Affiliates, or Subcontractors who are working on the matter, without the prior written consent of the Disclosing Party. The Receiving Party Confidential Information shall keep a written record of who has received such prints not be reproduced in whole or copies andin part except as needed to further the evaluation between the Parties. All Confidential Information, upon request, provide to records and information concerning the Disclosing Party provided to the identities and names of such individuals. 6.2.4 The Receiving Party may not use are and shall remain the Disclosing Party’s Confidential Information for competing with property of the Disclosing Party, for its own benefitat all times whatsoever, or for any purpose and this Agreement shall not in furtherance of the Order. 6.2.5 As promptly as practicable (and in any event within ten (10) days) after the earlier of the completion of the Receiving Party’s obligations under, or the termination of, the Order, be construed to grant to the Receiving Party will return orany ownership, title, license, right to use, patent, copyright, trademarks or similar rights to such property. The Parties agree that, as a condition of receipt of the Confidential Information, and for a period of five years from the date of this agreement, each Party shall: a. only disclose Confidential Information to that Party’s Representatives and to no other person or entity except with the prior written consent of the Disclosing Party; b. not allow Confidential Information be used, destroy all disclosed, disseminated, or published in any manner whatsoever, in whole or in part, for any purposes other than in connection with the Project and allowed by Disclosing Party; c. upon completion of the Project, or upon the Disclosing Party’s request, immediately cease all use of the Confidential InformationInformation and, except for business records required by law if requested, either return or destroy all materials and documentation consisting of or relating to the Confidential Information and certify to the other Party in writing such return or destruction or explain why Confidential Information cannot be returned or destroyed and how the Confidential Information will continue to be retained protected; d. take all necessary precautions to protect the confidentiality of the Confidential Information and exercise at least the same degree of care in safeguarding the Confidential Information as such Party would with its own confidential information, but not less than a commercially reasonable degree of care; e. be liable for any breach by any of its Representatives of the Receiving Partyrestrictions set forth in this agreement and agrees, and upon request at its sole expense, to take reasonable measures to prevent the prohibited or unauthorized disclosure or use of the Confidential Information by its Representatives; and f. promptly advise the Disclosing Party shall deliver an affidavit signed by an officer in writing upon learning of the Receiving Party attesting to the return and/or destruction any unauthorized use or disclosure of the Confidential Information. 6.2.6 . If the Receiving Party is requestedor expects to be required to disclose the Confidential Information pursuant to an order of a court of competent jurisdiction or duly authorized regulatory agency, then it shall, as part of an administrativesoon as practicable prior to such disclosure, judicial or other legal proceeding, to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will, to the extent permitted by applicable law, notify give the Disclosing Party in writing of sufficient prior notice and reasonable assistance to contest such request as promptly as practicable (and in any event within five (5) Business Days after receiving the request) and order. Receiving Party agrees to cooperate fully with the Disclosing Party, at the Disclosing Party’s expense, Party in seeking a any protective order or similar confidential treatment for such Confidential Informationorder.

Restrictions on Use of Confidential Information. 6.2.1 All Confidential Information exchanged between the Parties pursuant to this Agreement shall not be distributed, disclosed, or disseminated in any way or form by the receiving Party to anyone except its own employees and contractors who have a reasonable need to know such Confidential Information and who have been advised of the confidential nature and required to observe the terms and conditions hereof; nor shall Confidential Information be used by the receiving Party for its own purpose, except for the purposes of exercising its rights or fulfilling its obligations under this Agreement. The Receiving Party will use at least recipient shall treat D-4 all of the disclosing Party’s Confidential Information with the same degree of care, but no less than a reasonable degree of care, care as the recipient accords to avoid unauthorized disclosure or use of the Disclosing Partyrecipient’s Confidential Information as it employs with respect to its own Confidential Information, including taking but not less than reasonable measures to record who has access to Confidential Information. 6.2.2 The Receiving Party may disclose Confidential Information only to its own Personnel and to its Representatives, Affiliates and Subcontractors who reasonably need to know it in order to meet the contractual obligations as contemplated by the Ordercare. The Receiving Party will be responsible recipient shall immediately give notice to the Disclosing disclosing Party for of any violation by its Personnel, Representatives, Affiliates unauthorized use or Subcontractors. Supplier shall take reasonable steps to record who has access to Confidential Information, including by keeping written access logs. The Receiving Party shall, upon request, provide to the Disclosing Party the identities and names disclosure of the individuals to whom Confidential Information has been disclosed. 6.2.3 The Receiving Party may not print or copy, in whole or in part, any documents or other media containing the Disclosing disclosing Party’s Confidential Information, other than copies for its Personnel, Representatives, Affiliates, . The recipient shall assist the disclosing Party in remedying any such unauthorized use or Subcontractors who are working on the matter, without the prior consent disclosure of the Disclosing Party. The Receiving Party shall keep a written record of who has received such prints or copies and, upon request, provide to the Disclosing Party the identities and names of such individuals. 6.2.4 The Receiving Party may not use the Disclosing Party’s Confidential Information for competing with the Disclosing Party, for its own benefit, or for any purpose not in furtherance of the Order. 6.2.5 As promptly as practicable (and in any event within ten (10) days) after the earlier of the completion of the Receiving Party’s obligations under, or the termination of, the Order, the Receiving Party will return or, with the consent of the Disclosing Party, destroy all of the Disclosing disclosing Party’s Confidential Information, except for business records . The restriction on disclosure will not apply to Confidential Information which is required by law to be retained disclosed by a court, government agency or regulatory requirement, provided that recipient shall first notify the Receiving Partydisclosing Party of such disclosure requirement or order and shall, and upon at the request of the Disclosing disclosing Party, reasonably cooperate with the disclosing Party shall deliver an affidavit signed by an officer of to obtain confidential treatment or a protective order; provided further that in such case, the Receiving Party attesting to the return and/or destruction disclosure of the Confidential InformationInformation shall not relieve the receiving Party of its obligation of confidentiality and non-use for any other purpose. 6.2.6 If the Receiving Party is requested, as part of an administrative, judicial or other legal proceeding, to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will, to the extent permitted by applicable law, notify the Disclosing Party in writing of such request as promptly as practicable (and in any event within five (5) Business Days after receiving the request) and cooperate with the Disclosing Party, at the Disclosing Party’s expense, in seeking a protective order or similar confidential treatment for such Confidential Information.

Restrictions on Use of Confidential Information. 6.2.1 The Receiving Each Party will use at least shall maintain the same degree of care, but no less than a reasonable degree of care, to avoid unauthorized disclosure or use of the Disclosing other Party’s Confidential Information in accordance with the following terms and conditions: a. The non-disclosing Party shall keep the Confidential Information in strict confidence and shall not disclose the Confidential Information to any other persons, except as it employs otherwise set forth herein. In connection therewith, the non-disclosing Party shall take all steps reasonably necessary to prevent the Confidential Information from falling into the possession of others. b. The non-disclosing Party shall use the Confidential Information solely in connection with respect the Transaction and for no other purpose. In connection therewith, the non-disclosing Party shall disclose the Confidential Information only to those of its own employees, its agents, representatives, attorneys, accountants and advisors (hereinafter collectively referred to as “Affiliates”) who need to know the information for purposes of evaluating the Transaction. The non-disclosing Party will notify the disclosing Party in writing and in advance of the names of such persons to whom the non-disclosing Party proposes to disclose such Confidential Information, including taking reasonable measures to record all employees who has access to are provided Confidential Information. The non-disclosing Party shall not utilize all or any part of the Confidential Information for its own benefit (other than in connection with the Transaction or the evaluation thereof) or for the benefit of any other corporation, partnership, enterprise, business entity or person. 6.2.2 c. The Receiving non-disclosing Party may disclose and its Affiliates shall not photograph, copy or otherwise reproduce by any means all or any part of the Confidential Information only to its own Personnel and to its Representatives, Affiliates and Subcontractors who reasonably need to know it in order to meet the contractual obligations as contemplated by the Order. The Receiving Party will be responsible to the Disclosing Party for any violation by its Personnel, Representatives, Affiliates or Subcontractors. Supplier shall take reasonable steps to record who has access to Confidential Information, including by keeping written access logs. The Receiving Party shall, upon request, provide to the Disclosing Party the identities and names of the individuals to whom Confidential Information has been disclosed. 6.2.3 The Receiving Party may not print or copy, in whole or in part, any documents or other media containing the Disclosing Party’s Confidential Information, other than copies for its Personnel, Representatives, Affiliates, or Subcontractors who are working on the matter, without the prior written consent of the Disclosing disclosing Party. The Receiving Party shall keep a written record of who has received such prints or copies and, upon request, provide to the Disclosing Party the identities and names of such individuals. 6.2.4 The Receiving Party may not use d. All of the Disclosing Party’s Confidential Information for competing with the Disclosing Party, for its own benefit, or for any purpose not in furtherance of the Order. 6.2.5 As promptly as practicable (shall be kept and in any event within ten (10) days) after the earlier of the completion of the Receiving Party’s obligations under, or the termination of, the Order, the Receiving Party will return or, with the consent of the Disclosing Party, destroy all of the Disclosing Party’s Confidential Information, except for business records required by law to be retained maintained by the Receiving Party, non-disclosing Party in a safe and upon request of the Disclosing Party shall deliver an affidavit signed by an officer of the Receiving Party attesting secure place with adequate safeguards to the return and/or destruction of ensure that unauthorized persons do not have access to the Confidential Information. 6.2.6 If e. Any written correspondence or memorandum or other documents by and between the Receiving Parties and/or their respective Affiliates which in any way relate to the Confidential Information shall be kept secret and confidential by the non-disclosing Party and are deemed to be part of the Confidential Information and are subject to all of the restrictions set forth in this Agreement. f. Upon termination of negotiations regarding the Transaction, or at the termination of the Transaction itself if it is requestedentered into by the Parties, the non-disclosing Party and its Affiliates shall (i) immediately return to the disclosing Party at the business address specified below all of the Confidential Information provided by the disclosing Party or its Affiliates, as part of an administrativewell as any reports, judicial notes, proposals, or other legal proceedingdocuments, materials or property belonging to disclose the disclosing Party or its Affiliates, which was provided to the non- disclosing Party and/or its Affiliates, and (2) certify, in writing, that all Confidential Information and any and all copies thereof provided to the non- disclosing Party and/or its Affiliates by the disclosing Party and/or its Affiliates, or otherwise in the possession of the Disclosing Party’s Confidential Informationnon-disclosing Party or its Affiliates, the Receiving Party will, have been returned to the extent permitted by applicable law, notify the Disclosing Party in writing of such request as promptly as practicable (and in any event within five (5) Business Days after receiving the request) and cooperate with the Disclosing original disclosing Party, at the Disclosing Party’s expense, in seeking a protective order or similar confidential treatment for such Confidential Information.

Restrictions on Use of Confidential Information. 6.2.1 All Confidential Information exchanged between the Parties pursuant to this Agreement shall not be distributed, disclosed, or disseminated in any way or form by the receiving Party to anyone except its own employees and contractors who have a reasonable need to know such Confidential Information and who have been advised of the confidential nature and required to observe the terms and conditions hereof; nor shall Confidential Information be used by the receiving Party for its own purpose, except for the purposes of exercising its rights or fulfilling its obligations under this Agreement. The Receiving Party will use at least recipient shall treat all of the disclosing Party’s Confidential Information with the same degree of care, but no less than a reasonable degree of care, care as the recipient accords to avoid unauthorized disclosure or use of the Disclosing Partyrecipient’s Confidential Information as it employs with respect to its own Confidential Information, including taking but not less than reasonable measures to record who has access to Confidential Information. 6.2.2 The Receiving Party may disclose Confidential Information only to its own Personnel and to its Representatives, Affiliates and Subcontractors who reasonably need to know it in order to meet the contractual obligations as contemplated by the Ordercare. The Receiving Party will be responsible recipient shall immediately give notice to the Disclosing disclosing Party for of any violation by its Personnel, Representatives, Affiliates unauthorized use or Subcontractors. Supplier shall take reasonable steps to record who has access to Confidential Information, including by keeping written access logs. The Receiving Party shall, upon request, provide to the Disclosing Party the identities and names disclosure of the individuals to whom Confidential Information has been disclosed. 6.2.3 The Receiving Party may not print or copy, in whole or in part, any documents or other media containing the Disclosing disclosing Party’s Confidential Information, other than copies for its Personnel, Representatives, Affiliates, . The recipient shall assist the disclosing Party in remedying any such unauthorized use or Subcontractors who are working on the matter, without the prior consent disclosure of the Disclosing Party. The Receiving Party shall keep a written record of who has received such prints or copies and, upon request, provide to the Disclosing Party the identities and names of such individuals. 6.2.4 The Receiving Party may not use the Disclosing Party’s Confidential Information for competing with the Disclosing Party, for its own benefit, or for any purpose not in furtherance of the Order. 6.2.5 As promptly as practicable (and in any event within ten (10) days) after the earlier of the completion of the Receiving Party’s obligations under, or the termination of, the Order, the Receiving Party will return or, with the consent of the Disclosing Party, destroy all of the Disclosing disclosing Party’s Confidential Information, except for business records . The restriction on disclosure will not apply to Confidential Information which is required by law to be retained disclosed by a court, government agency or regulatory requirement, provided that recipient shall first notify the Receiving Partydisclosing Party of such disclosure requirement or order and shall, and upon at the request of the Disclosing disclosing Party, reasonably cooperate with the disclosing Party shall deliver an affidavit signed by an officer of to obtain confidential treatment or a protective order; provided further that in such case, the Receiving Party attesting to the return and/or destruction disclosure of the Confidential InformationInformation shall not relieve the receiving Party of its obligation of confidentiality and non-use for any other purpose. 6.2.6 If the Receiving Party is requested, as part of an administrative, judicial or other legal proceeding, to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will, to the extent permitted by applicable law, notify the Disclosing Party in writing of such request as promptly as practicable (and in any event within five (5) Business Days after receiving the request) and cooperate with the Disclosing Party, at the Disclosing Party’s expense, in seeking a protective order or similar confidential treatment for such Confidential Information.

Restrictions on Use of Confidential Information. 6.2.1 The Receiving Restricted Party covenants and agrees to keep all Confidential Information confidential and to use the Confidential Information solely in connection with participating in, evaluating, and/or undertaking the Proposed Transactions and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. The Restricted Party will limit disclosure of Confidential Information to employees, agents, advisors, or representatives (collectively, “Representatives”) who are actively and directly participating in, evaluating, and/or undertaking the Proposed Transactions, and then only to the extent necessary in order to assist or perform on behalf of the Restricted Party in connection therewith. The Restricted Party further covenants and agrees to: (a) inform its Representatives of the confidential nature of the Confidential Information, take necessary steps to cause its Representatives to observe the terms of this Agreement, and assume full liability for acts or omissions by its Representatives that are inconsistent with the Restricted Party’s obligations under this Agreement; (b) use at least the Confidential Information solely for the purpose of evaluating and/or undertaking the Proposed Transactions, and for no other purpose whatsoever; (c) keep all Confidential Information strictly confidential by using the same degree of carecare it uses in safeguarding its own confidential information, but no not less than a reasonable degree of care; (d) not use the Confidential Information in any way detrimental to the Disclosing Party including, without limitation, for any purpose competitive with or harmful to avoid unauthorized disclosure or use the business of the Disclosing Party’s Confidential Information as it employs with respect to its own Confidential Information, including taking reasonable measures to record who has access to ; and (e) not copy or reverse engineer any Confidential Information. 6.2.2 The Receiving Party may disclose Confidential Information only to its own Personnel and to its Representatives, Affiliates and Subcontractors who reasonably need to know it in order to meet the contractual obligations as contemplated by the Order. The Receiving Party will be responsible to the Disclosing Party for any violation by its Personnel, Representatives, Affiliates or Subcontractors. Supplier shall take reasonable steps to record who has access to Confidential Information, including by keeping written access logs. The Receiving Party shall, upon request, provide to the Disclosing Party the identities and names of the individuals to whom Confidential Information has been disclosed. 6.2.3 The Receiving Party may not print or copy, in whole or in part, any documents or other media containing the Disclosing Party’s Confidential Information, other than copies for its Personnel, Representatives, Affiliates, or Subcontractors who are working on the matter, without the prior consent of the Disclosing Party. The Receiving Party shall keep a written record of who has received such prints or copies and, upon request, provide to the Disclosing Party the identities and names of such individuals. 6.2.4 The Receiving Party may not use the Disclosing Party’s Confidential Information for competing with the Disclosing Party, for its own benefit, or for any purpose not in furtherance of the Order. 6.2.5 As promptly as practicable (and in any event within ten (10) days) after the earlier of the completion of the Receiving Party’s obligations under, or the termination of, the Order, the Receiving Party will return or, with the consent of the Disclosing Party, destroy all of the Disclosing Party’s Confidential Information, except for business records required by law to be retained by the Receiving Party, and upon request of the Disclosing Party shall deliver an affidavit signed by an officer of the Receiving Party attesting to the return and/or destruction of the Confidential Information. 6.2.6 If the Receiving Party is requested, as part of an administrative, judicial or other legal proceeding, to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will, to the extent permitted by applicable law, notify the Disclosing Party in writing of such request as promptly as practicable (and in any event within five (5) Business Days after receiving the request) and cooperate with the Disclosing Party, at the Disclosing Party’s expense, in seeking a protective order or similar confidential treatment for such Confidential Information.

Restrictions on Use of Confidential Information. 6.2.1 The Receiving receiving Party will use at least acknowledges and agrees that the same degree of care, but no less than a reasonable degree of care, to avoid unauthorized disclosure or use of the Disclosing disclosing Party’s Confidential Information is a valuable asset of the disclosing Party, has competitive value and is of a confidential nature. The receiving Party shall hold and keep confidential both during and after the term of its business with the disclosing Party all Confidential Information of which it becomes aware or over which it has control. In the event of any uncertainty as to whether any information is confidential, the receiving Party will treat such information as Confidential Information until advised by the disclosing Party in writing that the information is not confidential. The Parties acknowledge and agree that the Confidential Information submitted to the receiving Party by the disclosing Party is being furnished solely for the purpose of evaluating the Potential Transaction. The receiving Party agrees not to use any Confidential Information disclosed to it employs with respect to by the disclosing Party for its own Confidential Informationuse or for any purpose other than to carry out discussions concerning, including taking reasonable measures to record who has access to Confidential Information. 6.2.2 or the undertaking of, the Potential Transaction. The Receiving receiving Party may disclose Confidential Information only to its own Personnel Representatives who need to know such information for the purpose of evaluating the Potential Transaction. "Representatives" means a Party’s directors, managers, officers, employees, agents or other representatives (including, without limitation, attorneys, accountants, consultants or financial advisors). In such case, the receiving Party shall inform its Representatives of the confidential nature of the Confidential Information and shall direct its Representatives to keep the Confidential Information in the strictest confidence and to use the information for the sole purpose of evaluating the Potential Transaction. The receiving Party agrees to be responsible for any breach of this Agreement by its Representatives, Affiliates and Subcontractors who reasonably need agrees to know it indemnify the disclosing Party against any loss, liability, damages, claims or expenses resulting from, or arising in order to meet connection with, the contractual obligations as contemplated breach of this Agreement by the Orderreceiving Party or its Representatives. The Receiving Party will be responsible to the Disclosing Party for any violation by its Personnel, Representatives, Affiliates or Subcontractors. Supplier shall take reasonable steps to record who has access to Confidential Information, including by keeping written access logs. The Receiving Party shall, upon request, provide to the Disclosing Party the identities and names of the individuals to whom Confidential Information has been disclosed. 6.2.3 The Receiving Party may not print or copy, in whole or in part, any documents or other media containing the Disclosing Party’s Confidential Information, other than copies for its Personnel, Representatives, Affiliates, or Subcontractors who are working on the matter, without the prior consent of the Disclosing Party. The Receiving Party shall keep a written record of who has received such prints or copies and, upon request, provide to the Disclosing Party the identities and names of such individuals. 6.2.4 The Receiving Party may not use the Disclosing Party’s Confidential Information for competing with the Disclosing Party, for its own benefit, or for any purpose not in furtherance of the Order. 6.2.5 As promptly as practicable (and in any event within ten (10) days) after the earlier of the completion of the Receiving receiving Party’s obligations under, or under this Section 2 shall terminate on the termination of, the Order, the Receiving Party will return or, with the consent third (3rd) anniversary of the Disclosing Party, destroy all of the Disclosing Party’s Confidential Information, except for business records required by law to be retained by the Receiving Party, and upon request of the Disclosing Party shall deliver an affidavit signed by an officer of the Receiving Party attesting to the return and/or destruction of the Confidential InformationEffective Date. 6.2.6 If the Receiving Party is requested, as part of an administrative, judicial or other legal proceeding, to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will, to the extent permitted by applicable law, notify the Disclosing Party in writing of such request as promptly as practicable (and in any event within five (5) Business Days after receiving the request) and cooperate with the Disclosing Party, at the Disclosing Party’s expense, in seeking a protective order or similar confidential treatment for such Confidential Information.