Common use of Safeguarding Confidential Information Clause in Contracts

Safeguarding Confidential Information. 14.3.1 Notwithstanding any provision of this Agreement to the contrary, in order to preserve the confidentiality of any Confidential Information, and assuming that a Limited Partner is entitled to receive such information pursuant to this Agreement, the General Partner, the Manager or the Sub-Manager may: (a) provide such Limited Partner access to such information only on a website in password protected, non-downloadable, non-printable format for a reasonably limited period of time; and (b) require such Limited Partner to return any copies of Confidential Information provided to it and such Limited Partner hereby agrees that, upon reasonable request by the General Partner, the Manager or the Sub-Manager, it shall (and shall cause its Affiliates and representatives to) promptly return (or certify in writing to the General Partner, the Manager and the Sub-Manager the destruction thereof) all copies (whether paper or electronic) of all materials containing such requested information. 14.3.2 The Limited Partners acknowledge that the General Partner, the Manager, the Sub-Manager, the Affiliates of the General Partner, the Manager and the Sub-Manager, and their respective employees, directors, officers, members and agents are expected to acquire confidential third party information (including, but not limited to, through directorships of the Target Company held by members, directors, officers and employees of the CSP Group) that, pursuant to their fiduciary, contractual, legal or similar obligations, cannot be disclosed to the Partnership or the Limited Partners and agree that neither the General Partner, the Manager, the Sub-Manager nor their respective Affiliates or agents or their directors, officers or employees shall be in breach of any duty under this Agreement in consequence of acquiring, holding or failing to disclose such information to the Partnership or the Limited Partners so long as such obligations were undertaken in good faith. 14.3.3 Each Limited Partner agrees to make good faith and reasonable efforts to cooperate with such procedures and restrictions as may be developed by the General Partner from time to time in connection with the disclosure of Confidential Information concerning the General Partner, the Manager, the Sub-Manager, the Partnership or any other member of the CSP Group, including without limitation, information concerning the Target Company, as determined by the General Partner to be reasonably necessary and advisable to maintain and promote compliance with legal and other regulatory matters (including securities law and regulation) applicable to the General Partner, the Manager, the Sub-Manager, the Partnership, other members of the CSP Group, the Limited Partners and the Target Company, including securities law and regulation. 14.3.4 To the extent permitted by applicable law, and notwithstanding anything in this Agreement to the contrary, the General Partner may, in its sole and absolute discretion, withhold and keep confidential from any Limited Partner any information (or any portion thereof) to the extent the General Partner reasonably determines that: (a) disclosure of such information to such Limited Partner would be likely to have a material adverse effect upon the Partnership, a Partner, or the Target Company due to an actual or likely conflict of business interest between such Limited Partner and one or more other parties or an actual or likely imposition of additional statutory or regulatory obligations or constraints upon the Partnership, a Partner or the Target Company; (b) in the case of a Limited Partner that the General Partner reasonably determines cannot or will not adequately protect against the improper disclosure of such information, the disclosure of such information would likely have a material adverse effect upon the Partnership, a Partner, or the Target Company; or (c) such information is in the nature of trade secrets. If the General Partner acts pursuant to this clause 14.3.4, such action by the General Partner shall not constitute a breach of this Agreement or of any duty stated or implied in law or equity provided, however, that any such actions taken or not taken by the General Partner under this clause 14.3.4 were taken in good faith. 14.3.5 Each Limited Partner acknowledges and agrees that the General Partner may consider the different circumstances of Limited Partners with respect to the restrictions and obligations imposed on Limited Partners in this clause 14 (Confidentiality), and the General Partner may, in its sole and absolute discretion, agree to waive or modify any such restrictions and/or obligations with respect to a Limited Partner with the consent of such Limited Partner. Each Limited Partner further acknowledges and agrees that any such agreement by the General Partner imposed by this clause 14 (Confidentiality) shall not constitute a breach of this Agreement or of any duty stated or implied in law or in equity to any Limited Partner, regardless of whether different agreements are reached with different Limited Partners.

Safeguarding Confidential Information. 14.3.1 17.3.1 Notwithstanding any provision of this Agreement to the contrary, in order to preserve the confidentiality of any Confidential Information, and assuming that a Limited Partner is entitled to receive such information pursuant to this Agreement, the General Partner, the Manager or the Sub-Manager Partner may: (a) provide such Limited Partner access to such information only on a website in password protected, non-downloadable, non-printable format for a reasonably limited period of time; and (b) require such Limited Partner to return or destroy any copies of Confidential Information provided to it and such Limited Partner hereby agrees that, upon reasonable request by the General Partner, the Manager or the Sub-Manager, it shall (and shall cause its Affiliates and representatives Permitted Recipients to) promptly return (or certify in writing to the General Partner, the Manager and the Sub-Manager Partner the destruction thereof) all copies (whether paper or electronic) of all materials containing such requested information. 14.3.2 17.3.2 The Limited Partners acknowledge that the General Partner, the Manager, the Sub-Manager, the Affiliates of the General Partner, the Manager and the Sub-Manager, and their respective employees, directors, officers, members and agents are expected to acquire confidential third party information (including, but not limited to, including through directorships of the Target Company Portfolio Companies held by members, directors, officers and employees of the CSP China Resources Group) that, pursuant to their fiduciary, contractual, legal or similar obligations, cannot be disclosed to the Partnership or the Limited Partners and agree that neither the General Partner, the Manager, the Sub-Manager Partner nor their respective its Affiliates or agents or their directors, officers or employees shall be in breach of any duty under this Agreement in consequence of acquiring, holding or failing to disclose such information to the Partnership or the Limited Partners so long as such obligations were undertaken in good faith. 14.3.3 17.3.3 Each Limited Partner agrees to make good faith and reasonable efforts to cooperate (and to cause each of its Permitted Recipients to cooperate) with such procedures and restrictions as may be developed by the General Partner from time to time in connection with the disclosure of Confidential Information concerning the General Partner, the Manager, the Sub-Manager, the Partnership or any other member of the CSP Group, including without limitation, information concerning the Target CompanyInformation, as determined by the General Partner to be reasonably necessary and necessary, desirable or advisable to maintain and promote compliance with legal and other regulatory matters (including securities law and regulation) applicable to the General Partner, the Manager, the Sub-Manager, the Partnership, other members of the CSP China Resources Group, the Limited Partners Partners, the Property and the Target Company, including securities law and regulationPortfolio Companies. 14.3.4 17.3.4 To the maximum extent permitted not prohibited by applicable law, and notwithstanding anything in this Agreement to the contrary, the General Partner may, in its sole and absolute discretion, withhold and keep confidential from any Limited Partner any information (or any portion thereof) to the extent the General Partner reasonably determines that: (a) disclosure of such information to such Limited Partner would be likely to have a material adverse effect upon the PartnershipPartnership and the General Partner, a Partner, or a Portfolio Company, the Target Company due to Property (including as a result of an actual or likely conflict of business interest between such Limited Partner and one or more other parties parties) or an actual or likely imposition of additional statutory or regulatory obligations or constraints upon the Partnership, the General Partner, a Partner Partner, a Portfolio Company or the Target CompanyProperty; (b) in the case of a Limited Partner that the General Partner reasonably determines cannot or will not adequately protect against the improper disclosure of such information, the disclosure of such information would likely have a material adverse effect upon the Partnership, a Partner, or the Target a Portfolio Company (or potential Portfolio Company); or (c) such information is proprietary or in the nature of trade secrets. If the General Partner acts pursuant to this clause 14.3.4, such Any action by the General Partner shall not constitute a breach of this Agreement or of any duty stated or implied in law or equity provided, however, equity; provided that any such actions taken or not taken by the General Partner under this clause 14.3.4 Clause 17.3.4 were taken in good faith. 14.3.5 17.3.5 Each Limited Partner acknowledges and agrees that the General Partner may consider the different circumstances of Limited Partners with respect to the restrictions and obligations imposed on Limited Partners in this clause 14 (Confidentiality)Clause 17, and the General Partner may, in its sole and absolute discretion, agree to waive or modify any such restrictions and/or obligations with respect to a Limited Partner with the consent of such Limited Partner. Each Limited Partner further acknowledges and agrees that any such agreement by the General Partner imposed by this clause 14 (Confidentiality) Clause 17 shall not constitute a breach of this Agreement or of any duty stated or implied in law or in equity to any Limited Partner, regardless of whether different agreements are reached with different Limited Partners.

Safeguarding Confidential Information. 14.3.1 Notwithstanding any provision of this Agreement The Corporation may provide access to the contrary, Consultant to confidential and proprietary information (hereinafter "confidential information") in order that he may carry out his duties hereunder. The Consultant may also have had access to preserve confidential information as a result of his previous employment with the confidentiality Corporation. The Consultant understands and agrees that the following obligations apply to any confidential information of any Confidential Information, and assuming that a Limited Partner the Corporation which is entitled to receive such information pursuant to this Agreement, in possession of the General Partner, the Manager or the Sub-Manager mayConsultant: (a) provide such Limited Partner access to such that any confidential information only on a website in password protected, non-downloadable, non-printable format for a reasonably limited period is the exclusive property of time; and (b) require such Limited Partner to return any copies of Confidential Information provided to it and such Limited Partner hereby agrees that, upon reasonable request by the General Partner, the Manager or the Sub-Manager, it shall (and shall cause its Affiliates and representatives to) promptly return (or certify in writing to the General Partner, the Manager Corporation and the Sub-Manager the destruction thereof) all copies (whether paper Consultant acknowledges that he has no ownership interest or electronic) of all materials containing such requested information. 14.3.2 The Limited Partners acknowledge that the General Partner, the Manager, the Sub-Manager, the Affiliates of the General Partner, the Manager and the Sub-Manager, and their respective employees, directors, officers, members and agents are expected to acquire confidential third party information (including, but not limited to, through directorships of the Target Company held by members, directors, officers and employees of the CSP Group) that, pursuant to their fiduciary, contractual, legal or similar obligations, cannot be disclosed to the Partnership or the Limited Partners and agree that neither the General Partner, the Manager, the Sub-Manager nor their respective Affiliates or agents or their directors, officers or employees shall be in breach right of any duty under this Agreement in consequence of acquiring, holding or failing kind to disclose such information to the Partnership or the Limited Partners so long as such obligations were undertaken in good faith. 14.3.3 Each Limited Partner agrees to make good faith and reasonable efforts to cooperate with such procedures and restrictions as may be developed by the General Partner from time to time in connection with the disclosure of Confidential Information concerning the General Partner, the Manager, the Sub-Manager, the Partnership or any other member of the CSP Group, including without limitation, information concerning the Target Company, as determined by the General Partner to be reasonably necessary and advisable to maintain and promote compliance with legal and other regulatory matters (including securities law and regulation) applicable to the General Partner, the Manager, the Sub-Manager, the Partnership, other members of the CSP Group, the Limited Partners and the Target Company, including securities law and regulation. 14.3.4 To the extent permitted by applicable law, and notwithstanding anything in this Agreement to the contrary, the General Partner may, in its sole and absolute discretion, withhold and keep confidential from any Limited Partner any information (or any portion thereof) to the extent the General Partner reasonably determines that: (a) disclosure of such information to such Limited Partner would be likely to have a material adverse effect upon the Partnership, a Partner, or the Target Company due to an actual or likely conflict of business interest between such Limited Partner and one or more other parties or an actual or likely imposition of additional statutory or regulatory obligations or constraints upon the Partnership, a Partner or the Target Companysaid information; (b) except as otherwise required by law, Consultant agrees that he will not, either directly or indirectly, use, access, disclose, or divulge to any unauthorized party (as defined below), for his own benefit or to the detriment of the Corporation, any confidential information; and (c) if Consultant believes that he is required by law or otherwise to reveal any confidential or proprietary information of the Corporation, he or his attorney will, except as otherwise prohibited by law, promptly contact the Corporation's CEO, at (540) 381-6041, prior to disclosing such information in order xxxx the case of a Limited Partner that the General Partner reasonably determines cannot or will not adequately protect against the improper disclosure of such information, Corporation can take appropriate steps to safeguard the disclosure of such confidential and proprietary information. (d) For the purposes of this Section, the term confidential information would likely have a material adverse effect upon includes, without limitation, the Partnershipidentity of or other facts relating to the Corporation, a Partnerits customers and accounts, its marketing strategies, financial data, trade secrets, or any other information acquired by the Target Company; or (c) Consultant as a result of his previous employment with the Corporation or under the terms of this Agreement, such that if such information is in were disclosed such disclosure could act to the nature prejudice of trade secretsthe Corporation. If The term confidential information does not include information that has become generally available to the General Partner acts pursuant to this clause 14.3.4, such action public by the General Partner shall act of one who has the right to disclose such information without violating any right of the Corporation. The term "unauthorized party" means any firm, entity, or person (whether outsiders or employees of the Corporation) who is not constitute a breach of this Agreement or of any duty stated or implied in law or equity provided, however, that any such actions taken or not taken specifically authorized by the General Partner under this clause 14.3.4 were taken in good faithCorporation to receive such confidential/proprietary information. 14.3.5 Each Limited Partner acknowledges and agrees that the General Partner may consider the different circumstances of Limited Partners with respect to the restrictions and obligations imposed on Limited Partners in this clause 14 (Confidentiality), and the General Partner may, in its sole and absolute discretion, agree to waive or modify any such restrictions and/or obligations with respect to a Limited Partner with the consent of such Limited Partner. Each Limited Partner further acknowledges and agrees that any such agreement by the General Partner imposed by this clause 14 (Confidentiality) shall not constitute a breach of this Agreement or of any duty stated or implied in law or in equity to any Limited Partner, regardless of whether different agreements are reached with different Limited Partners.

Safeguarding Confidential Information. 14.3.1 Notwithstanding any provision of this Agreement The Corporation may provide access to the contrary, Consultant to confidential and proprietary information (hereinafter "confidential information") in order that he may carry out his duties hereunder. The Consultant may also have had access to preserve confidential information as a result of his previous employment with the confidentiality Corporation. The Consultant understands and agrees that the following obligations apply to any confidential information of any Confidential Information, and assuming that a Limited Partner the Corporation which is entitled to receive such information pursuant to this Agreement, in possession of the General Partner, the Manager or the Sub-Manager mayConsultant: (a) provide such Limited Partner access to such that any confidential information only on a website in password protected, non-downloadable, non-printable format for a reasonably limited period is the exclusive property of time; and (b) require such Limited Partner to return any copies of Confidential Information provided to it and such Limited Partner hereby agrees that, upon reasonable request by the General Partner, the Manager or the Sub-Manager, it shall (and shall cause its Affiliates and representatives to) promptly return (or certify in writing to the General Partner, the Manager Corporation and the Sub-Manager the destruction thereof) all copies (whether paper Consultant acknowledges that he has no ownership interest or electronic) of all materials containing such requested information. 14.3.2 The Limited Partners acknowledge that the General Partner, the Manager, the Sub-Manager, the Affiliates of the General Partner, the Manager and the Sub-Manager, and their respective employees, directors, officers, members and agents are expected to acquire confidential third party information (including, but not limited to, through directorships of the Target Company held by members, directors, officers and employees of the CSP Group) that, pursuant to their fiduciary, contractual, legal or similar obligations, cannot be disclosed to the Partnership or the Limited Partners and agree that neither the General Partner, the Manager, the Sub-Manager nor their respective Affiliates or agents or their directors, officers or employees shall be in breach right of any duty under this Agreement in consequence of acquiring, holding or failing kind to disclose such information to the Partnership or the Limited Partners so long as such obligations were undertaken in good faith. 14.3.3 Each Limited Partner agrees to make good faith and reasonable efforts to cooperate with such procedures and restrictions as may be developed by the General Partner from time to time in connection with the disclosure of Confidential Information concerning the General Partner, the Manager, the Sub-Manager, the Partnership or any other member of the CSP Group, including without limitation, information concerning the Target Company, as determined by the General Partner to be reasonably necessary and advisable to maintain and promote compliance with legal and other regulatory matters (including securities law and regulation) applicable to the General Partner, the Manager, the Sub-Manager, the Partnership, other members of the CSP Group, the Limited Partners and the Target Company, including securities law and regulation. 14.3.4 To the extent permitted by applicable law, and notwithstanding anything in this Agreement to the contrary, the General Partner may, in its sole and absolute discretion, withhold and keep confidential from any Limited Partner any information (or any portion thereof) to the extent the General Partner reasonably determines that: (a) disclosure of such information to such Limited Partner would be likely to have a material adverse effect upon the Partnership, a Partner, or the Target Company due to an actual or likely conflict of business interest between such Limited Partner and one or more other parties or an actual or likely imposition of additional statutory or regulatory obligations or constraints upon the Partnership, a Partner or the Target Companysaid information; (b) except as otherwise required by law, Consultant agrees that he will not, either directly or indirectly, use, access, disclose, or divulge to any unauthorized party (as defined below), for his own benefit or to the detriment of the Corporation, any confidential information; and (c) if Consultant believes that he is required by law or otherwise to reveal any confidential or proprietary information of the Corporation, he or his attorney will, except as otherwise prohibited by law, promptly contact the Corporation's CEO, at (540) 381-6041, prior to disclosing such information in the case of a Limited Partner order that the General Partner reasonably determines cannot or will not adequately protect against the improper disclosure of such information, Corporation can take appropriate steps to safeguard the disclosure of such confidential and proprietary information. (d) For the purposes of this Section, the term confidential information would likely have a material adverse effect upon includes, without limitation, the Partnershipidentity of or other facts relating to the Corporation, a Partnerits customers and accounts, its marketing strategies, financial data, trade secrets, or any other information acquired by the Target Company; or (c) Consultant as a result of his previous employment with the Corporation or under the terms of this Agreement, such that if such information is in were disclosed such disclosure could act to the nature prejudice of trade secretsthe Corporation. If The term confidential information does not include information that has become generally available to the General Partner acts pursuant to this clause 14.3.4, such action public by the General Partner shall act of one who has the right to disclose such information without violating any right of the Corporation. The term "unauthorized party" means any firm, entity, or person (whether outsiders or employees of the Corporation) who is not constitute a breach of this Agreement or of any duty stated or implied in law or equity provided, however, that any such actions taken or not taken specifically authorized by the General Partner under this clause 14.3.4 were taken in good faithCorporation to receive such confidential/proprietary information. 14.3.5 Each Limited Partner acknowledges and agrees that the General Partner may consider the different circumstances of Limited Partners with respect to the restrictions and obligations imposed on Limited Partners in this clause 14 (Confidentiality), and the General Partner may, in its sole and absolute discretion, agree to waive or modify any such restrictions and/or obligations with respect to a Limited Partner with the consent of such Limited Partner. Each Limited Partner further acknowledges and agrees that any such agreement by the General Partner imposed by this clause 14 (Confidentiality) shall not constitute a breach of this Agreement or of any duty stated or implied in law or in equity to any Limited Partner, regardless of whether different agreements are reached with different Limited Partners.