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

Restrictions on Use of Confidential Information. Each Party acknowledges that the unauthorized use, publication or disclosure of the 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 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, in whole or in part, or otherwise make the other Party’s Confidential Information available to any unauthorized person without the other Party’s prior written consent, which may be granted or withheld by such other Party in its sole 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 such disclosure shall provide prompt written notice to the other Party to enable the other Party to seek a protective order or otherwise prevent such disclosure. 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 order to discharge the Party’s obligations or 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 other Party’s Confidential Information, except as may be required by Applicable Law or authorized by this Agreement. 9.1.2 If a Party has any reason to 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 other Party to protect itself against infringement or other unlawful use, including the prosecution of any lawsuit.

Restrictions on Use of Confidential Information. Each 6.2.1 The Receiving Party acknowledges that will use at least the same degree of care, but no less than a reasonable degree of care, to avoid unauthorized use, publication disclosure or disclosure use of the other 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 cause incalculable disclose Confidential Information only to its own Personnel and irreparable injury 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 other PartyDisclosing Party for any violation by its Personnel, Representatives, Affiliates or Subcontractors. AccordinglySupplier shall take reasonable steps to record who has access to Confidential Information, each including by keeping written access logs. The Receiving Party agrees shall, upon request, provide to use all commercially reasonable efforts the Disclosing Party the identities and names of the individuals to keep the other Party’s whom Confidential Information confidential and (except as authorized by this Agreement) has been disclosed. 6.2.3 The Receiving Party may not to, directly print 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 Informationcopy, in whole or in part, any documents or otherwise make 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 available to for competing with the Disclosing Party, for its own benefit, or for any unauthorized person without purpose not in furtherance of the other 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 prior written consentobligations under, which may be granted or withheld by such other the termination of, the Order, the Receiving Party in its sole and absolute discretion. Disclosure will return or, with the consent of Confidential Information in response to a valid order by a court or Governmental Authority which seeks to compel the production Disclosing Party, destroy all of the Disclosing Party’s Confidential Information, or as otherwise except for business records required by Applicable Law or law to be retained by the rules Receiving Party, and upon request of any internationally recognized stock exchange on which the securities Disclosing Party shall deliver an affidavit signed by an officer 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 Receiving Party required to make any such disclosure shall provide prompt written notice attesting to the other Party to enable return and/or destruction of the other Party to seek a protective order or otherwise prevent such disclosureConfidential Information. 9.1.1 Each 6.2.6 If the Receiving Party shall grant its employees and representatives access is requested, as part of an administrative, judicial or other legal proceeding, to disclose any of the other Disclosing Party’s Confidential Information only to Information, the extent such employees and representatives need-to-know the Confidential Information in order to discharge the Party’s obligations or exercise the Party’s rights under this Agreement, and shallReceiving Party will, to the extent permitted by Applicable Lawapplicable law, prohibit its employees notify the Disclosing Party in writing of such request as promptly as practicable (and representatives from communicatingin any event within five (5) Business Days after receiving the request) and cooperate with the Disclosing Party, divulging, or using at the other Disclosing Party’s expense, in seeking a protective order or similar confidential treatment for such Confidential Information, except as may be required by Applicable Law or authorized by this Agreement. 9.1.2 If a Party has any reason to 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 other Party to protect itself against infringement or other unlawful use, including the prosecution of any lawsuit.

Restrictions on Use of Confidential Information. Each Party acknowledges that All Confidential Information shall not be distributed, disclosed, or disseminated in any way or form by the receiving party to anyone except its own, and its Affiliates’ and permitted sublicensees’, employees, contractors, customers and business partners 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 or of terms substantially similar to these confidentiality provisions; 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 or any permitted sublicense. The recipient shall treat all of the disclosing party’s Confidential Information with the same degree of care as the recipient accords to recipient’s own Confidential Information, but not less than reasonable care. The recipient shall immediately give notice to the disclosing party of any unauthorized use, publication use or disclosure of disclosing party’s Confidential Information. The recipient shall assist the disclosing party in remedying any such unauthorized use or disclosure of the 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 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 Partydisclosing party’s Confidential Information. AMD agrees that during the three (3) year period in which Broadcom is granted an exclusive license under Section 2.1(b) above, AMD and its Affiliates will not publicly disclose the Retained Technology in whole a manner that would result in a loss of trade secret status for the material trade secret aspects of the [****] as of the Effective Date for Broadcom’s use of the [****] in accordance with the license rights Broadcom receives to such Retained Technology under Section 2.1(b). Notwithstanding the foregoing, AMD or in part, or otherwise make the other Party’s Confidential Information available to any unauthorized person without the other Party’s prior written consent, which its Affiliates may be granted or withheld by such other Party in its sole publish a non-confidential programming guide that details registers 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 such disclosure shall provide prompt written notice microcode APIs applicable to the [****] so that developers may develop drivers and other Party applicable software to enable configure their devices and access those of AMD’s or its Affiliates’ products, the other Party design, development, use, manufacture, having manufactured, importation, export, offering to seek a protective order or otherwise prevent such disclosure. 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 order to discharge the Party’s obligations or exercise the Party’s rights under this Agreementsell, and shallsale, to the extent permitted by Applicable Lawsupport, prohibit its employees and representatives from communicating, divulging, or using the other Party’s Confidential Information, except as may be required by Applicable Law or authorized by this Agreement. 9.1.2 If a Party has any reason to 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 other Party to protect itself against infringement maintenance or other unlawful use, including the prosecution disposal of which do not violate any lawsuitexclusive license granted to Broadcom hereunder.

Restrictions on Use of Confidential Information. Each 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 acknowledges that 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 recipient shall treat D-4 all of the disclosing Party’s Confidential Information with the same degree of care as the recipient accords to recipient’s own Confidential Information, but not less than reasonable care. The recipient shall immediately give notice to the disclosing Party of any unauthorized use, publication use or disclosure of disclosing Party’s Confidential Information. The recipient shall assist the disclosing Party in remedying any such unauthorized use or disclosure of the 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 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 disclosing Party’s Confidential Information, in whole or in part, or otherwise make the other Party’s . The restriction on disclosure will not apply to Confidential Information available which is required to any unauthorized person without the other Party’s prior written consent, which may be granted or withheld by such other Party in its sole and absolute discretion. Disclosure of Confidential Information in response to a valid order disclosed by a court court, government agency or Governmental Authority which seeks regulatory requirement, provided that recipient shall first notify the disclosing Party of such disclosure requirement or order and shall, at the request of the disclosing Party, reasonably cooperate with the disclosing Party 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 obtain confidential treatment or a waiver protective order; provided further that in such case, the disclosure of confidentiality for other purposes; provided, that the Party required to make any such disclosure shall provide prompt written notice to the other Party to enable the other Party to seek a protective order or otherwise prevent such disclosure. 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 order to discharge shall not relieve the Party’s obligations or 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 other Party’s Confidential Information, except as may be required by Applicable Law or authorized by this Agreement. 9.1.2 If a receiving Party has any reason to believe that a violation of its obligation of confidentiality obligations set forth herein has occurred, that Party shall promptly notify the and non-use for any other Party and shall cooperate, at its expense, with the other Party in any action or proceeding deemed necessary or reasonably advisable by the other Party to protect itself against infringement or other unlawful use, including the prosecution of any lawsuitpurpose.

Restrictions on Use of Confidential Information. Each The Restricted Party acknowledges that the unauthorized use, publication or disclosure of the other Party’s Confidential Information may cause incalculable covenants and irreparable injury to the other Party. Accordingly, each Party agrees to use keep all commercially reasonable efforts to keep the other Party’s Confidential Information confidential and (except 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) 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, in whole or in part, or otherwise make the other Party’s Confidential Information available to any unauthorized person Agreement without the other Party’s prior written consent, which may be granted or withheld by such other consent of an authorized representative of the Disclosing Party. The Restricted Party in its sole and absolute discretion. Disclosure will limit disclosure of Confidential Information in response to a valid order by a court or Governmental Authority which seeks to compel the production of Confidential Informationemployees, agents, advisors, or as otherwise required by Applicable Law or representatives (collectively, “Representatives”) who are actively and directly participating in, evaluating, and/or undertaking the rules of any internationally recognized stock exchange on which the securities of Yum or SpinCo are tradedProposed Transactions, shall not be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, that the Party required to make any such disclosure shall provide prompt written notice to the other Party to enable the other Party to seek a protective order or otherwise prevent such disclosure. 9.1.1 Each Party shall grant its employees and representatives access to the other Party’s Confidential Information then only to the extent such employees necessary in order to assist or perform on behalf of the Restricted Party in connection therewith. The Restricted Party further covenants and representatives need-agrees to-know : (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 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 care it uses in safeguarding its own confidential information, but not less than a reasonable degree of care; (d) not use the Confidential Information in order to discharge the Party’s obligations or exercise the Party’s rights under this Agreement, and shall, any way detrimental to the extent permitted by Applicable LawDisclosing Party including, prohibit its employees without limitation, for any purpose competitive with or harmful to the business of the Disclosing Party; and representatives from communicating, divulging, (e) not copy or using the other Party’s reverse engineer any Confidential Information, except as may be required by Applicable Law or authorized by this Agreement. 9.1.2 If a Party has any reason to 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 other Party to protect itself against infringement or other unlawful use, including the prosecution of any lawsuit.

Restrictions on Use of Confidential Information. Each Party acknowledges that the unauthorized use, publication or disclosure of shall maintain the other Party’s Confidential Information may cause incalculable in accordance with the following terms and irreparable injury to the other Party. Accordingly, each conditions: a. The non-disclosing Party agrees to use all commercially reasonable efforts to shall keep the other Party’s Confidential Information confidential and (except as 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, in whole or in part, or otherwise make the other Party’s Confidential Information available to any unauthorized person without the other Party’s prior written consent, which may be granted or withheld by such other Party in its sole and absolute discretion. Disclosure of Confidential Information in response strict confidence and shall not disclose the Confidential Information to a valid order by a court or Governmental Authority which seeks to compel the production of Confidential Informationany other persons, or except as otherwise required by Applicable Law or set forth herein. In connection therewith, the rules non-disclosing Party shall take all steps reasonably necessary to prevent the Confidential Information from falling into the possession 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 such disclosure shall provide prompt written notice to the other Party to enable the other Party to seek a protective order or otherwise prevent such disclosureothers. 9.1.1 Each b. The non-disclosing Party shall grant its employees use the Confidential Information solely in connection with the Transaction and representatives access to for no other purpose. In connection therewith, the other Party’s non-disclosing Party shall disclose the Confidential Information only to those of its employees, its agents, representatives, attorneys, accountants and advisors (hereinafter collectively referred to as “Affiliates”) who need to know the extent 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 all employees and representatives needwho are provided Confidential Information. The non-to-know disclosing Party shall not utilize all or any part of the Confidential Information for its own benefit (other than in order connection with the Transaction or the evaluation thereof) or for the benefit of any other corporation, partnership, enterprise, business entity or person. c. The non-disclosing Party and its Affiliates shall not photograph, copy or otherwise reproduce by any means all or any part of the Confidential Information without the prior written consent of the disclosing Party. d. All of the Confidential Information shall be kept and maintained by the non-disclosing Party in a safe and secure place with adequate safeguards to discharge the Party’s obligations or exercise the Party’s rights under this Agreement, and shall, ensure that unauthorized persons do not have access to the extent permitted by Applicable Law, prohibit its employees and representatives from communicating, divulging, or using the other Party’s Confidential Information, except as may . e. Any written correspondence or memorandum or other documents by and between the Parties and/or their respective Affiliates which in any way relate to the Confidential Information shall be required kept secret and confidential by Applicable Law or authorized 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. 9.1.2 If a f. Upon termination of negotiations regarding the Transaction, or at the termination of the Transaction itself if it is entered into by the Parties, the non-disclosing Party has 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 well as any reason reports, notes, proposals, or other documents, materials or property belonging to believe that a violation of the disclosing Party or its confidentiality obligations set forth herein has occurredAffiliates, 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 shall promptly notify the other Party and shall cooperate, at and/or its expense, with the other Party in any action or proceeding deemed necessary or reasonably advisable Affiliates by the other disclosing Party and/or its Affiliates, or otherwise in the possession of the non-disclosing Party or its Affiliates, have been returned to protect itself against infringement or other unlawful use, including the prosecution of any lawsuitoriginal disclosing Party.

Restrictions on Use of Confidential Information. Each 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 acknowledges that 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 recipient shall treat all of the disclosing Party’s Confidential Information with the same degree of care as the recipient accords to recipient’s own Confidential Information, but not less than reasonable care. The recipient shall immediately give notice to the disclosing Party of any unauthorized use, publication use or disclosure of disclosing Party’s Confidential Information. The recipient shall assist the disclosing Party in remedying any such unauthorized use or disclosure of the 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 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 disclosing Party’s Confidential Information, in whole or in part, or otherwise make the other Party’s . The restriction on disclosure will not apply to Confidential Information available which is required to any unauthorized person without the other Party’s prior written consent, which may be granted or withheld by such other Party in its sole and absolute discretion. Disclosure of Confidential Information in response to a valid order disclosed by a court court, government agency or Governmental Authority which seeks regulatory requirement, provided that recipient shall first notify the disclosing Party of such disclosure requirement or order and shall, at the request of the disclosing Party, reasonably cooperate with the disclosing Party 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 obtain confidential treatment or a waiver protective order; provided further that in such case, the disclosure of confidentiality for other purposes; provided, that the Party required to make any such disclosure shall provide prompt written notice to the other Party to enable the other Party to seek a protective order or otherwise prevent such disclosure. 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 order to discharge shall not relieve the Party’s obligations or 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 other Party’s Confidential Information, except as may be required by Applicable Law or authorized by this Agreement. 9.1.2 If a receiving Party has any reason to believe that a violation of its obligation of confidentiality obligations set forth herein has occurred, that Party shall promptly notify the and non-use for any other Party and shall cooperate, at its expense, with the other Party in any action or proceeding deemed necessary or reasonably advisable by the other Party to protect itself against infringement or other unlawful use, including the prosecution of any lawsuitpurpose.

Restrictions on Use of Confidential Information. Each The receiving Party acknowledges and agrees that the unauthorized use, publication or disclosure of the other disclosing Party’s Confidential Information may cause incalculable is a valuable asset of the disclosing Party, has competitive value and irreparable injury 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 by the disclosing Party for its own use or for any purpose other than to carry out discussions concerning, or the undertaking of, the Potential Transaction. The receiving Party may disclose Confidential Information to its 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). AccordinglyIn such case, each 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 use all commercially reasonable efforts to keep the other Party’s Confidential Information confidential and (except as authorized by this Agreement) not to, directly or indirectly, at be responsible for 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, in whole or in part, or otherwise make the other Party’s Confidential Information available to any unauthorized person without the other Party’s prior written consent, which may be granted or withheld by such other Party in its sole 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 by its Representatives, and agrees to indemnify the disclosing Party against any loss, liability, damages, claims or a waiver expenses resulting from, or arising in connection with, the breach of confidentiality for other purposes; provided, that this Agreement by the receiving Party required to make any such disclosure shall provide prompt written notice to the other Party to enable the other Party to seek a protective order or otherwise prevent such disclosure. 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 order to discharge the Representatives. The receiving Party’s obligations or exercise the Party’s rights under this Agreement, and shall, to Section 2 shall terminate on the extent permitted by Applicable Law, prohibit its employees and representatives from communicating, divulging, or using third (3rd) anniversary of the other Party’s Confidential Information, except as may be required by Applicable Law or authorized by this AgreementEffective Date. 9.1.2 If a Party has any reason to 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 other Party to protect itself against infringement or other unlawful use, including the prosecution of any lawsuit.

Restrictions on Use of Confidential Information. Each The Receiving Party acknowledges that the unauthorized useshall not, publication or disclosure of the 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 authorized by this Agreement) not toprovided herein, directly or indirectly, at any time during or after the Term publishuse, disclose, use disseminate, or permit the use of (other than as contemplated publish Confidential Information to any non-Representative in this Agreement) the other Party’s Confidential Informationany manner whatsoever, in whole or in part, or otherwise make without the other prior written consent of the Disclosing Party’s . The Confidential Information available shall not be reproduced in whole or in part except as needed to any unauthorized person without further the other Party’s prior written consent, which may be granted or withheld by such other Party in its sole and absolute discretionevaluation between the Parties. Disclosure of Confidential Information in response to a valid order by a court or Governmental Authority which seeks to compel the production of All Confidential Information, or as otherwise required by Applicable Law or records and information concerning the rules Disclosing Party provided to the Receiving Party are and shall remain the property of any internationally recognized stock exchange on which the securities of Yum or SpinCo are tradedDisclosing Party, at all times whatsoever, and this Agreement shall not be construed to grant to the Receiving Party any ownership, title, license, right to use, patent, copyright, trademarks or similar rights to such property. The Parties agree that, as a breach condition of receipt of the Confidential Information, and for a period of five years from the date of this Agreement agreement, each Party shall: a. only disclose Confidential Information to that Party’s Representatives and to no other person or a waiver entity except with the prior written consent of confidentiality the Disclosing Party; b. not allow Confidential Information be used, disclosed, disseminated, or published in any manner whatsoever, in whole or in part, for any purposes other purposes; providedthan in connection with the Project and allowed by Disclosing Party; c. upon completion of the Project, that or upon the Party required Disclosing Party’s request, immediately cease all use of the Confidential Information and, if requested, either return or destroy all materials and documentation consisting of or relating to make any such disclosure shall provide prompt written notice the Confidential Information and certify to the other Party to enable the other Party to seek a protective order in writing such return or otherwise prevent such disclosure. 9.1.1 Each Party shall grant its employees and representatives access to the other Party’s destruction or explain why Confidential Information only to the extent such employees cannot be returned or destroyed and representatives need-to-know how the Confidential Information will continue to be protected; d. take all necessary precautions to protect the confidentiality of the Confidential Information and exercise at least the same degree of care in order to discharge safeguarding the Party’s obligations or exercise the Party’s rights under this AgreementConfidential Information as such Party would with its own confidential information, and shall, to the extent permitted but not less than a commercially reasonable degree of care; e. be liable for any breach by Applicable Law, prohibit its employees and representatives from communicating, divulging, or using the other Party’s Confidential Information, except as may be required by Applicable Law or authorized by this Agreement. 9.1.2 If a Party has any reason to believe that a violation of its confidentiality obligations Representatives of the restrictions set forth herein has occurred, that Party shall promptly notify the other Party in this agreement and shall cooperateagrees, at its sole expense, with to take reasonable measures to prevent the other prohibited or unauthorized disclosure or use of the Confidential Information by its Representatives; and f. promptly advise the Disclosing Party in any action or proceeding deemed necessary or reasonably advisable by the other Party to protect itself against infringement or other unlawful use, including the prosecution writing upon learning of any lawsuitunauthorized use or disclosure of the Confidential Information. If the Receiving Party is or 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 soon as practicable prior to such disclosure, give the Disclosing Party sufficient prior notice and reasonable assistance to contest such order. Receiving Party agrees to cooperate fully with Disclosing Party in seeking any protective order.