Common use of Treatment of Confidential Information Clause in Contracts

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (Aa) Each party of the Company and the Stockholders, severally and not jointly with any other Person, acknowledges that it has or may have had in the past, currently has and in the future may have access to Confidential Information of the Company and the Company Subsidiaries, the Other Founding Companies and their Subsidiaries and WORK and its Subsidiaries. Each of the Company and the Stockholders, severally and not jointly with any other Person, agrees that at it will keep confidential all times during such Confidential Information furnished to it and, except with the specific prior written consent of WORK will not disclose such Confidential Information to any Person except (a) Representatives of WORK, (b) its own Representatives, provided that these Representatives (other than counsel) agree to the confidentiality provisions of this Section 11.01; and after provided, further, that Confidential Information shall not include (i) such information which becomes known to the terms public generally through no fault of any Stockholder, (ii) information required to be disclosed by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), each Stockholder shall, if possible, give prior written notice thereof to WORK and provide WORK with the opportunity to contest such disclosure, or (iii) information with respect to which the disclosing party reasonably believes disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Stockholder of the provisions of this Section 11.01 with respect to any Confidential Information, WORK shall be entitled to an injunction restraining such Stockholder from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting WORK from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. (b) Because of the difficulty of measuring economic losses as a result of the breach of the foregoing covenants in Section 11.01(a), and because of the immediate and irreparable damage that would be caused to WORK for which it would have no other adequate remedy, each of the Company and the Stockholders agrees that WORK may enforce the provisions of Section 11.01(a) by injunctions and restraining orders against each of them who breaches any of those provisions. (c) The obligations of WORK set forth in Section 6.01(d) are incorporated in this Section 11.01 by this reference. (d) The obligations of the parties under this Section 11.01 shall survive the termination of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing partyParty, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, use and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (Aa) Each party agrees that at all times during The Ceding Company and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Assuming Company agree to hold each other’s Confidential Information in accordance strict confidence and to take all commercially reasonable steps to ensure that Confidential Information is not disclosed in any form by any means by such Party, its Affiliates, by any of its Representatives or subcontractors to third parties of any kind, other than the Representatives performing services for such Party who need access to such Confidential Information in the course and scope of providing such services, except as is authorized by the other Party in advance and in compliance with all applicable Law. If any Confidential Information needs to be disclosed as required by applicable Law or court order, the disclosing Party shall (1if permitted by applicable Law) provide prompt notice to the confidentiality other Party prior to such disclosure so that such other Party may (at its expense) seek a protection order or other appropriate remedy which is necessary to protect its interest. Each of the Assuming Company and nonthe Ceding Company will (i) comply in all material respects with applicable Laws with respect to the processing of Non-disclosure requirements of this AgreementPublic Personal Information; (2ii) refrain from selling such Non-Public Personal Information or using such Non-Public Personal Information for reasons unrelated to the GLB ActAssuming Company’s or the Ceding Company’s business, as applicable and as it the case may be amendedbe; and (3iii) take commercially reasonable steps to limit access to and possession of Non-Public Personal Information in a manner consistent with the nature and sensitivity of such other Applicable Law, whether in effect now or in the futureinformation. (Bb) Without limiting If either Party receives a third party demand pursuant to subpoena, summons, or court or order of a Governmental Authority or request, to disclose Confidential Information provided by the foregoingother Party, the Receiving receiving Party shall, if legally permitted, provide the disclosing Party with prompt written notice of any subpoena, summons, or court or order of a Governmental Authority or request, within a reasonable time prior to such release or disclosure. Unless the disclosing Party has given its prior permission to release or disclose the Confidential Information, the receiving Party shall apply not comply with the subpoena prior to any the actual date required by the subpoena. If a protective order or appropriate remedy is not obtained, the receiving Party may disclose only that portion of the Confidential Information at least the same degree of that it is legally obligated to disclose and shall use reasonable care used for its own confidential and best efforts to treat such proprietary information as confidential. However, notwithstanding anything to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for contrary in this Agreement, this Section 8.15(c) shall not be construed as requiring the receiving Party to act in any way that would not comply with the subpoena, summons, or court or order of a Governmental Authority. Each of the Assuming Company and consistent therewiththe Ceding Company shall establish and maintain (i) administrative, may disclose technical, and physical safeguards designed to protect against the destruction, loss, or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies alteration of Confidential Information and Non-Public Personal Information, and (ii) appropriate security measures designed to protect Confidential Information and Non-Public Personal Information in compliance with the requirements of all applicable Laws relating to personal information security. (c) As needed to comply with applicable Laws concerning the processing of Non- Public Personal Information, the Parties agree to work cooperatively and in good faith to amend this Agreement in a mutually agreeable and timely manner, or to enter into further mutually agreeable agreements to the extent reasonably necessary required by Law to carry out its obligations under comply with any such applicable Laws applicable to the Parties. The Parties agree that the breach, or threatened breach, of any of the confidentiality provisions of this Agreement; (2) Notwithstanding the foregoingAgreement may cause irreparable harm without adequate remedy at law. Upon any such breach, the Receiving disclosing Party may release Confidential Information as permitted will be entitled to seek injunctive relief to prevent the receiving Party from commencing or required by law or approved in writing by the Disclosing partycontinuing any action constituting such breach, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed without having to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance post a bond or other information regarding investment companies; and (4security and without having to prove the inadequacy of other available remedies. Nothing in this Section 8.15(f) The Receiving Party will immediately notify the Disclosing Party of limit any unauthorized disclosure or use, and will cooperate with the Disclosing Party other remedy available to protect all proprietary rights in any Confidential Informationeither Party.

Treatment of Confidential Information. (A) Each party agrees The parties agree that at all times during and after the terms term of this Agreement, it shall useand for a period of five (5) years after this Agreement terminates, handle, collect, maintain, and safeguard a party receiving Confidential Information of the other party will (a) maintain in accordance confidence such Confidential Information to the same extent such party maintains its own proprietary information; (b) not disclose such Confidential Information to any third party without prior written consent of the other party; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a party is required by law, regulation or court order to disclose Confidential Information of the other party, the party required to make such disclosure shall (i) promptly send a copy of the order or notice to the other party not later than ten (10) days before the proposed disclosure or such shorter period of time as may be reasonably practical under the circumstances; (ii) cooperate with the other party if the other party wishes to object or condition such disclosure through a protective order or otherwise; (1iii) limit the extent of such disclosure to the minimum required to comply with the order or notice; and (iv) use reasonable efforts to seek confidential treatment (i.e., filing “under seal”) for that disclosure. In addition, a party may disclose Confidential Information of the other party to its Affiliates and employees, to Sublicensees and potential Sublicensees (in the case of Licensee), or to other third parties who are investors or potential investors in connection with due diligence or similar investigations or in confidential financing documents, provided, in each case, that any such Affiliate, employee, Sublicensee, potential Sublicensee or other third party investor or potential investor agrees in writing to be bound by terms of confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information use at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for stringent as those set forth in this AgreementSection 11, and consistent therewith, may but with no further right to disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any otherwise distribute TSRI’s Confidential Information.

Treatment of Confidential Information. (Aa) Each party agrees The Parties shall not, and shall cause their respective Representatives and all other Persons providing Services or having access to information of the other Party that at all times during and after the terms is known to such Party as confidential or proprietary (“Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, it shall use, handle, collect, maintain, and safeguard any Confidential Information of the other Party; provided, however, that each Party may disclose Confidential Information of the other Party and to the extent permitted by applicable Law: (i) to its Representatives on a need-to-know basis in accordance connection with (1) the confidentiality and non-disclosure requirements performance of such Party’s obligations under this Agreement; (2ii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the GLB Actdisclosing Party; or (iii) in order to comply with applicable Law, as applicable and as it may be amended; and or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (3based on advice of counsel) by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Applicable LawParty’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, whether in effect now including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or in other similar remedy is not obtained, the futuredisclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information. (Bb) Without limiting Each Party shall, and shall cause its Representatives to protect the foregoing, the Receiving Party shall apply to any Confidential Information at least of the other Party by using the same degree of reasonable care used for to prevent the unauthorized disclosure of such as the Party uses to protect its own confidential information of a like nature but in any event not less than reasonable means. (c) Each Party shall cause its Representatives to agree to be bound by the same restrictions on use and proprietary information to avoid unauthorized disclosure or use of Confidential Information as are binding upon such Party in advance of the disclosure of any such Confidential Information to them. (d) The restrictions set forth in Sections 10.03(a) and (b) shall not prevent either Party from disclosing Confidential Information which belongs to that Party or (a) is in or enters the public domain without breach of this Agreement or any other Transaction Document, (b) the receiving Party was lawfully and demonstrably in possession of prior to first receiving it from the disclosing Party, (c) the receiving Party can demonstrate was developed by the receiving Party independently and without use of or reference to the disclosing Party’s Confidential Information, (d) the receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation, or (e) is approved by the other Party for disclosure. (e) Each Party shall comply with all applicable state, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of Services under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after 3.1 The Recipient shall receive the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) good faith and shall treat the confidentiality Confidential Information as strictly confidential and nonshall: a. subject to sub-disclosure requirements of this Agreement; (2) the GLB Actclause b, as applicable and as it may not directly or indirectly disclose or permit to be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to disclosed any Confidential Information at least to any person, firm, company or other entity; b. be entitled to disclose the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably such of its officers, employees and advisors (and to such extent) as is absolutely necessary to carry out its obligations under this Agreementenable such persons to evaluate the Approved Purpose, provided that prior to and as a condition of Recipient making such disclosure, Recipient shall, if so required by Holder, cause each such person to give a written confidentiality undertaking to Holder in such form as provider may require; (2) Notwithstanding c. take all measures necessary to prevent any unauthorised use or disclosure of the foregoing, the Receiving Party may release Confidential Information by the persons referred to in sub-clause b; d. without limiting the generality of the obligation in sub- clause (c), take such precautions to prevent disclosure or unauthorised use of the Confidential information as it employs to protect its own Confidential Information; e. not use the Confidential Information or any knowledge or information which it may acquire as a result of receiving the Confidential Information in any way which is in furtherance of competition with the Holder or any of Holder’s related companies or which is otherwise directly or indirectly detrimental to the interests of Holder or any of Holder’s related companies. 3.2 The Recipient shall not make or attempt to make use of any of the Confidential Information except for the Approved Purpose. 3.3 The Recipient shall not make any copies or records of any of the Confidential Information except as expressly permitted or required by law or approved in writing by the Disclosing partyHolder and shall, which approval when demanded by the Holder, return to the Holder all material supplied by or belonging to the Holder or containing Confidential Information (including all copies thereof) and shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of retain any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationcopies.

Treatment of Confidential Information. (Aa) Each party Party agrees that at all times during that, other than as contemplated by this Agreement or any Administrative Services Agreement, and after to the extent permitted or required to implement the transactions contemplated by this Agreement or thereby, it and its Affiliates and Representatives will keep confidential and will not use or disclose the other Party’s Confidential Information or the terms and conditions of this Agreement, it including the Exhibits, Schedules and Appendices hereto. (b) Each Party shall use, handle, collect, maintain, be permitted to disclose this Agreement and safeguard any Confidential Information of the other Party to such receiving Party’s Affiliates and its Representatives that need to know such information for the purposes below; provided, that the receiving Party advises such parties of the confidential nature of the Confidential Information and their obligation to maintain its confidentiality in accordance with (1) the confidentiality and non-disclosure requirements terms hereof. The receiving Party shall be responsible for any breach of this provision by any of its Representatives or Affiliates. (c) Confidential Information provided by one Party to the other Party or such Party’s Representatives or Affiliates and any reports derived therefrom may only be used by the receiving Party and its Representatives and Affiliates only for purposes relating to such receiving Party’s rights and obligations under this Agreement or any Administrative Services Agreement to which it is a party, or for the receiving Party’s own internal administration and risk management. The receiving Party may use knowledge gleaned from the Confidential Information provided to it by the disclosing Party in the conduct of the receiving Party’s normal business, provided that no such material shall be used by the receiving Party or its Representatives or Affiliates to compete with the disclosing Party or any of the disclosing Party’s Affiliates. (d) Nothing herein shall prohibit the receiving Party from disclosing this Agreement and any Confidential Information of the disclosing Party provided in connection herewith (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority or otherwise by Governmental Authorities or Applicable Law; (ii) to the extent necessary for the performance of such receiving Party’s obligations hereunder or under any Administrative Services Agreement to which it is a party; (iii) to enforce the rights of the receiving Party or its Affiliates under this Agreement or any Administrative Services Agreement; (2iv) as required by a Tax Authority to support a position taken on any Tax Return; or (v) as required by the GLB Actrules of any stock exchange on which the stock of a receiving Party’s Affiliate is traded, as applicable applicable. Upon any such permissible disclosures, a receiving Party must also assert the confidential nature of the Confidential Information to any third party recipient and as it may be amended; and (3) such other Applicable Lawobtain appropriate assurance of continued confidential treatment where practicable. If a receiving Party or any of its Affiliates, whether in effect now or in the future. (B) Without limiting the foregoingany of their respective Representatives, the Receiving Party shall apply becomes legally compelled to disclose any Confidential Information (other than as required in connection with any insurance regulatory examination or as required to a Tax Authority to support a position on any Tax Return), the receiving Party shall notify the disclosing Party immediately and afford it an opportunity, to the full extent possible and at least the same degree of disclosing Party’s own expense, to make any objections or challenges to the disclosure sought as the disclosing Party may deem appropriate. If the disclosing Party objects to or challenges disclosure, the receiving Party will take reasonable care used for measures to cooperate with the disclosing Party, at the disclosing Party’s own expense, in its own confidential and proprietary information efforts to avoid unauthorized disclosure resist such disclosure. If no remedy is obtained or use the disclosing Party otherwise waives its compliance herewith, the receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party that it is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information be accorded to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of Except as expressly provided in this Agreement, it neither MUTUAL nor TRIBUTE (the “Obligated Party”) shall use, handle, collect, maintain, and safeguard use or reveal or disclose to third parties any Confidential Information in accordance with of the other Party (1) the confidentiality “Owning Party”), nor shall the Obligated Party use any Confidential Information of the Owning Party, without first obtaining the prior consent of the Owning Party. The foregoing non-use and non-disclosure requirements obligations shall not apply to Confidential Information of the Owning Party that the Obligated Party can prove by competent written evidence: (i) is or becomes in the public domain other than through the default of the Obligated Party or any of its Affiliates or any of their permitted recipients of such Confidential Information, (ii) is already legitimately in the possession of the Obligated Party, (iii) is disclosed to the Obligated Party by a third party having the right to do so, or (iv) is subsequently and independently developed by employees, agents, consultants, or third parties on behalf of the Obligated Party or Affiliates thereof who had no knowledge of such Confidential Information; provided that, with respect to Confidential Information related to the Purchased Assets that was the Confidential Information of MUTUAL before the Closing and that became the Confidential Information of TRIBUTE after the Closing as provided in definition of the term “Confidential Information,” none of the foregoing exceptions (other than (i) and (iii)) shall apply. The Obligated Party may disclose Confidential Information of the Owning Party to the Obligated Party’s Affiliates, collaborators, employees, consultants or agents who reasonably require such access and who are bound by non-use and non-disclosure obligations at least as restrictive as those contained in this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing. In any event, the Receiving Obligated Party shall apply to any Confidential Information will use at least the same degree standard of care as it uses to protect proprietary or confidential information of its own, but no less than reasonable care used for care, to ensure that its own confidential employees, consultants and proprietary information to avoid agents do not disclose or make any unauthorized disclosure or use of the Confidential Information under this Agreement. (C) Each party further agrees that: (1) of the Owning Party. The Receiving Confidential Information, and all copies of part or all thereof, shall be and remain the exclusive property of the Owning Party, and the Obligated Party will hold all Confidential Information it obtains shall acquire only such rights as are expressly set forth in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or and only for as otherwise provided for long as such rights are in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationeffect.

Treatment of Confidential Information. (Aa) The Parties shall not, and shall cause all other Persons providing Services or having access to confidential and proprietary information of the other Party (“Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that Confidential Information shall not include information (i) previously known by such Person on a non-confidential basis prior to its disclosure; (ii) subsequently made public other than as a result of a disclosure in breach of this Agreement; or (iii) independently developed by such Person (without reference to the Confidential Information and without using knowledge gained from GE and GE O&G’s previous affiliation prior to Closing); and provided, further, that each Party may disclose Confidential Information of the other Party, to the extent permitted by applicable Law: (i) in the case of GE’s Corporate Audit Staff or Technical Accounting Group, to GE’s audit committee after giving Xxxxx Xxxxxx written notice of such disclosure five (5) Business Day in advance of such disclosure; (ii) to its Representatives and Affiliates on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (iii) in any report, statement, testimony, authorization or approval request, notice, filing or other submission to any Governmental Authority having jurisdiction over the disclosing Party; or (iv) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by Law, deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party may furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its reasonable efforts in good faith (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information. (b) Each party agrees Party shall, and shall cause its Representatives to protect the Confidential Information of the other Party by using the same degree of care to prevent the unauthorized disclosure of such as the Party uses to protect its own confidential information of a like nature, and in no event less than commercially reasonable care. (c) Each Party shall direct its Representatives to comply with the same restrictions on use and disclosure of Confidential Information as bind such Party in advance of the disclosure of any such Confidential Information to such Representatives. Each Party shall be responsible for any failure by its Representatives to comply with the restrictions on use and disclosure of Confidential Information contained herein. (d) Each Party shall comply with all applicable state, federal and foreign privacy and data protection Laws that at all times during are or that may in the future be applicable to the provision of Services. (e) With respect to the provision of GE Provided Technology Access and after GE Provided R&D Services pursuant to Section 2.01, only those employees of Xxxxx Xxxxxx who need to know such information and who otherwise meet any applicable citizenship or other security qualifications required by Law shall be granted access and, prior to being granted access, will be advised of the confidential nature of the Intellectual Property made available to Xxxxx Xxxxxx and directed to abide by the terms of this AgreementAgreement and further, it if requested in writing by GE, shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and enter into a non-disclosure requirements agreement acknowledging the same provided that in any case, Xxxxx Xxxxxx shall be responsible for any breach of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) Agreement by such other Applicable Law, whether in effect now or in the futureof its employees. (Bf) Without limiting With respect to the foregoingprovision of Xxxxx Xxxxxx Provided Technology Access and Xxxxx Xxxxxx Provided R&D Services pursuant to Section 2.02, only those employees of GE who need to know such information and who otherwise meet any applicable citizenship or other security qualifications required by Law shall be granted access and, prior to being granted access, will be advised of the Receiving Party shall apply confidential nature of the Intellectual Property made available to any Confidential Information at least GE and directed to abide by the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes terms of this Agreement or as otherwise provided for in this Agreementand further, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved if requested in writing by Xxxxx Xxxxxx, shall enter into a non-disclosure agreement acknowledging the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies same provided that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationcase, GE shall be responsible for any breach of this Agreement by such of its employees.

Treatment of Confidential Information. (Aa) Each party agrees The Parties shall not, and shall cause, to the fullest extent permitted by applicable Law, all other persons providing Services or having access to information of the other Party that at all times during and after the terms is confidential or proprietary (“Confidential Information”) not to, disclose to any other person or use, except for purposes of this Agreement, it shall use, handle, collect, maintain, and safeguard any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in accordance the public domain through no fault of such Party or any member of such Group or any of their respective Representatives, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference to any Confidential Information of the other Party; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with (1) the confidentiality and non-disclosure requirements performance of such Party’s obligations under this Agreement; (2B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the GLB Actdisclosing Party; or (C) in order to comply with applicable Law, as or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall, to the extent that providing such notice would not violate applicable and as it may be amended; and Law, provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (3) at such other Applicable LawParty’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, whether in effect now including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or in other similar remedy is not obtained, the futuredisclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information. (Bb) Without limiting Each Party shall, and shall cause, to the foregoingfullest extent permitted by applicable Law, its Representatives to, protect the Receiving Party shall apply to any Confidential Information at least of the other Party by using the same degree of reasonable care used for to prevent the unauthorized disclosure of such as the Party uses to protect its own confidential information of a like nature, but in any event no less than a reasonable degree of care. (c) Each Party shall be liable for any failure by its respective Representatives to comply with the restrictions on use and proprietary information to avoid unauthorized disclosure or use of Confidential Information contained in this Agreement. (d) Each Party shall comply with all applicable local, state, national, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of Services under this Agreement. (Ce) Each party further agrees that: (1) The Receiving Party acknowledges that neither it nor any of its Affiliates will hold all acquire any right, title or interest in or to any Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes other party hereto by reason of this Agreement or the provision of the Services hereunder. (f) Each Party agrees to only use Confidential Information of the other party hereto in connection with the provision and/or receipt of the Services, as otherwise provided for applicable. (g) All Confidential Information, including all personal data processed by a Party on behalf of the other Party, whether in this Agreementwritten, electronic or other form shall be and remain the sole and exclusive property of the disclosing Party, and consistent therewithshall be promptly returned or destroyed (at the election of the receiving Party) by the receiving Party, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies upon the written request of Confidential Information to the disclosing Party. To the extent reasonably necessary that the receiving Party is unable to carry out its obligations under this Agreement; (2) Notwithstanding the foregoingreturn or destroy any digital data, the Receiving Party may release Confidential Information as permitted obligation of confidentiality hereunder shall survive with respect to such information until it is either returned or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationdestroyed.

Treatment of Confidential Information. (Aa) Each party agrees The Parties shall not, and shall cause all other persons providing Services or having access to information of the other Party that at all times during and after the terms is known to such Party as confidential or proprietary (“Confidential Information”) not to, disclose to any other person or use, except for purposes of this Agreement, it shall use, handle, collect, maintain, and safeguard any Confidential Information of the other Party; provided, however, that each Party may disclose Confidential Information of the other Party, to the extent permitted by applicable Law: (i) to its Representatives on a need-to-know basis in accordance connection with (1) the confidentiality and non-disclosure requirements performance of such Party’s obligations under this Agreement; (2ii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the GLB Actdisclosing Party; or (iii) in order to comply with applicable Law, as applicable and as it may be amended; and or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (3based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Applicable LawParty’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, whether in effect now including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or in other similar remedy is not obtained, the futuredisclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information. (Bb) Without limiting Each Party shall, and shall cause its Representatives to protect the foregoing, the Receiving Party shall apply to any Confidential Information at least of the other Party by using the same degree of reasonable care used for to prevent the unauthorized disclosure of such as the Party uses to protect its own confidential information of a like nature. (c) Each Party shall cause its Representatives to agree to be bound by the same restrictions on use and proprietary information to avoid unauthorized disclosure or use of Confidential Information as are binding upon such Party in advance of the disclosure of any such Confidential Information to them. (d) Each Party shall comply with all applicable state, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of Services under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party Party recognizes the importance of the other's Confidential Information. In particular, each Party recognizes and agrees that at all times during the Confidential Information of the other is critical to their respective businesses and after that neither Party would enter into this Agreement without assurance that such information and the terms of value thereof will be protected as provided in this Section 13.4 and elsewhere in this Agreement. Accordingly, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, each Party agrees as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees thatfollows: (1) 13.4.1. The Receiving Party will hold any and all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, ; 13.4.2. The Receiving Party may disclose or provide access to its responsible employees or agents and/or Affiliates who have a need to know and are under adequate confidentiality agreements or arrangements and may make copies copies, of Confidential Information only to the extent reasonably necessary to carry out its obligations under hereunder; 13.4.3. The Receiving Party currently has, and in the future will maintain in effect and enforce, rules and policies to protect against access to or use or disclosure of Confidential Information other than in accordance with this Agreement, including without limitation written instructions to and agreements with employees and agents to ensure that such employees and agents protect the confidentiality of Confidential Information. The Receiving Party expressly will instruct its employees and agents not to use or to disclose Confidential Information to third parties, including without limitation customers, subcontractors or consultants, except in accordance with the terms of this Agreement unless the Disclosing Party has given its prior written consent to such disclosure; 13.4.4. Each Party, at its own expense, will take all steps, including, without limitation the initiation and prosecution of actions at law or in equity, necessary or appropriate to prevent use or disclosure, and upon any unauthorized disclosure further unauthorized disclosure or use, of any Confidential Information received or obtained by it except as expressly permitted by the terms of this Agreement; 13.4.5. Except as otherwise provided in this Agreement, neither Party will copy (2) Notwithstanding other than regular backup copies), modify, disassemble, reverse engineer or decompile any of the foregoingother's Confidential Information, including, its intellectual property; 13.4.6. Neither Party will make any use whatsoever at any time of the Receiving Party may release other's Confidential Information except as permitted or required by law or approved expressly authorized in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companiesthis Agreement; and (4) 13.4.7. The Receiving Party will immediately notify the Disclosing Party other immediately of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any and ownership of its Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms term of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (Aa) Each party agrees that at all times during The Ceding Company and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Assuming Company agree to hold each other’s Confidential Information in accordance strict confidence and to take all commercially reasonable steps to ensure that Confidential Information is not disclosed in any form by any means by such Party, its Affiliates, by any of its Representatives or subcontractors to third parties of any kind, other than the Representatives performing services for such Party who need access to such Confidential Information in the course and scope of providing such services, except as is authorized by the other Party in advance and in compliance with all applicable Law. If any Confidential Information needs to be disclosed as required by applicable Law or court order, the disclosing Party shall (1if permitted by applicable Law) provide prompt notice to the confidentiality other Party prior to such disclosure so that such other Party may (at its expense) seek a protection order or other appropriate remedy which is necessary to protect its interest. Each of the Assuming Company and nonthe Ceding Company will (i) comply in all material respects with applicable Laws with respect to the processing of Non-disclosure requirements of this AgreementPublic Personal Information; (2ii) refrain from selling such Non-Public Personal Information or using such Non-Public Personal Information for reasons unrelated to the GLB ActAssuming Company’s or the Ceding Company’s business, as applicable and as it the case may be amendedbe; and (3iii) take commercially reasonable steps to limit access to and possession of Non-Public Personal Information in a manner consistent with the nature and sensitivity of such other Applicable Law, whether in effect now or in the futureinformation. (Bb) Without limiting If either Party receives a third party demand pursuant to subpoena, summons, or court or order of a Governmental Authority or request, to disclose Confidential Information provided by the foregoingother Party, the Receiving receiving Party shall, if legally permitted, provide the disclosing Party with prompt written notice of any subpoena, summons, or court or order of a Governmental Authority or request, within a reasonable time prior to such release or disclosure. Unless the disclosing Party has given its prior permission to release or disclose the Confidential Information, the receiving Party shall apply not comply with the subpoena prior to any the actual date required by the subpoena. If a protective order or appropriate remedy is not obtained, the receiving Party may disclose only that portion of the Confidential Information at least the same degree of that it is legally obligated to disclose and shall use reasonable care used for its own confidential and best efforts to treat such proprietary information as confidential. However, notwithstanding anything to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for contrary in this Agreement, this Section 8.15(c) shall not be construed as requiring the receiving Party to act in any way that would not comply with the subpoena, summons, or court or order of a Governmental Authority. Each of the Assuming Company and consistent therewiththe Ceding Company shall establish and maintain (i) administrative, may disclose technical, and physical safeguards designed to protect against the destruction, loss, or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies alteration of Confidential Information and Non-Public Personal Information, and (ii) appropriate security measures designed to protect Confidential Information and Non-Public Personal Information in compliance with the requirements of all applicable Laws relating to personal information security. (c) As needed to comply with applicable Laws concerning the processing of Non-Public Personal Information, the Parties agree to work cooperatively and in good faith to amend this Agreement in a mutually agreeable and timely manner, or to enter into further mutually agreeable agreements to the extent reasonably necessary required by Law to carry out its obligations under comply with any such applicable Laws applicable to the Parties. The Parties agree that the breach, or threatened breach, of any of the confidentiality provisions of this Agreement; (2) Notwithstanding the foregoingAgreement may cause irreparable harm without adequate remedy at law. Upon any such breach, the Receiving disclosing Party may release Confidential Information as permitted will be entitled to seek injunctive relief to prevent the receiving Party from commencing or required by law or approved in writing by the Disclosing partycontinuing any action constituting such breach, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed without having to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance post a bond or other information regarding investment companies; and (4security and without having to prove the inadequacy of other available remedies. Nothing in this Section 8.15(f) The Receiving Party will immediately notify the Disclosing Party of limit any unauthorized disclosure or use, and will cooperate with the Disclosing Party other remedy available to protect all proprietary rights in any Confidential Informationeither Party.

Treatment of Confidential Information. (A) Each party Party agrees that at all times during to retain in strict confidence and not disclose, divulge or otherwise communicate to any Third Party any Confidential Information of the other Party, whether received prior to, on or after the Effective Date, and further agrees not to use any such Confidential Information for any purpose, except pursuant to, and in order to carry out, the terms and objectives of this Agreement, it shall use, handle, collect, maintain, and safeguard except that each receiving Party may disclose Confidential Information of the other Party to the Representatives of the receiving Party, who, in accordance with each case, (1a) need to know such Confidential Information for purposes of the confidentiality implementation and non-disclosure requirements performance by the receiving Party of this Agreement; Agreement and (2b) will use such Confidential Information only for such limited purposes. Each Party hereby agrees to use at least the GLB Act, as applicable and same standard of care in complying with its confidentiality obligations hereunder as it may be amended; uses to protect its own Confidential Information of comparable sensitivity (but no less than reasonable care) and (3) to exercise reasonable precautions to prevent and restrain the unauthorized disclosure of such Confidential Information by any of its Representatives. Each Party warrants that each of its Representatives to whom any Confidential Information of the other Applicable Law, whether Party is revealed shall previously have been informed of the confidential nature of such Confidential Information and shall have agreed to maintain its confidentiality under terms no less restrictive than those set forth in effect now or in the future. (B) this ARTICLE 9. Without limiting the generality of any of the foregoing, the Receiving Party shall apply Parties agree not to make any disclosure of the other Party’s Confidential Information at least that would be reasonably likely to impair the same degree Parties’ ability to obtain U.S. or foreign patents on any patentable invention or discovery described or otherwise embodied in such Confidential Information, without first obtaining the express permission of reasonable care used for its own confidential and proprietary information the disclosing Party to avoid unauthorized disclosure or use of do so. The Confidential Information under of each Party may include information from Third Parties disclosed by one Party to this Agreement to the other Party to this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party Party agrees that at all times during inventions, processes, materials, chemicals, know-how and after ideas, and all other business, technical and financial information, it obtains from the terms other Party (which includes disclosures by Xxxxxxx in the case of disclosures by Licensor) is the confidential property of the disclosing Party (“Confidential Information” of the disclosing Party). Except as expressly allowed in this Agreement, it shall use, handle, collect, maintain, the receiving Party will hold in confidence and safeguard not use or disclose any Confidential Information of the disclosing Party; provided, however, that Dermira, its Affiliates and Sublicensees may disclose information relating to the Patent Rights and Technology and the Xxxxxxx Data (a) to actual or potential Sublicensees, investors or acquirers provided that each such actual or potential Sublicensee, investor or acquirer agrees in accordance with (1) the writing to abide by confidentiality and non-disclosure requirements of use restrictions similar to those contained in this Agreement; paragraph, (2b) the GLB Actto consultants, as applicable contractors, suppliers and as it may be amended; Affiliates, provided that each such consultant, contractor, supplier and Affiliate agrees in writing to abide by confidentiality and non-use restrictions similar to those contained in this paragraph, and (3c) to legal, financial, and tax advisors of Dermira or its Affiliates or of a Sublicensee, provided that such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply advisors are subject to confidentiality obligations with respect to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes Information. No provision of this Agreement paragraph shall be interpreted to prevent Dermira, its Affiliates or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies Sublicensee from making disclosures of Confidential Information to Regulatory Authorities as necessary: (i) for the extent reasonably necessary research and development of Licensed Products; or (ii) to carry out its seek or obtain patents. Furthermore, Licensor agrees (without limitation on Licensor’s obligations under this Agreement; (Article 2) Notwithstanding that during the foregoingTerm, Licensor shall treat the Receiving Party may release Patent Rights and Technology as Confidential Information as permitted of Dermira. Dermira acknowledges that, pursuant to Section 9.1 of the Xxxxxxx Agreement, if Xxxxxxx reasonably believes that a potential sublicensee of Dermira of rights to commercialize Licensed Product may be using any of the Xxxxxxx Data in breach of any confidentiality or required non-use obligation to Dermira or sublicense or other authorization provided by law or approved Dermira, Xxxxxxx may request in writing by of Licensor whether Dermira disclosed the Disclosing Xxxxxxx Data to such third party or an Affiliate or representative thereof, and Dermira shall provide Licensor with the information for Licensor to answer Xxxxxxx’x request, provided that answering such request does not constitute a breach of any legal obligation of Dermira to such third party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed including representing to civil or criminal liability or proceedings for failure to release Licensor whether Dermira made such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies a disclosure. Dermira will ensure that track or report price, performance any non-disclosure or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized agreement with such a third party under which Xxxxxxx Data is disclosed, does not prevent Dermira from making such a disclosure or use, and will cooperate with the Disclosing Party in response to protect all proprietary rights in any Confidential Informationa court order.

Treatment of Confidential Information. (A) Each party Party recognizes the importance of the other’s Confidential Information. In particular, each Party recognizes and agrees that at all times during the Confidential Information of the other is critical to their respective businesses and after that neither Party would enter into this Agreement without assurance that such information and the terms of value thereof will be protected as provided in this Section 10 and elsewhere in this Agreement. Accordingly, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with each Party agrees as follows: (1a) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold any and all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care, but no less than reasonable care, to avoid disclosure or use of this Confidential Information as otherwise provided for in this Agreement, and consistent therewith, the Receiving Party employs with respect to its own Confidential Information of a like importance; (b) the Receiving Party may disclose or provide access to its responsible employees or agents employees, consultants and subcontractors who have a need to know and are under adequate confidentiality agreements or arrangements and may make copies of Confidential Information only to the extent reasonably necessary to carry out its obligations under this Agreement; hereunder; (2c) Notwithstanding the foregoing, the Receiving Party may release currently has, and in the future will maintain in effect and enforce, rules and policies to protect against access to or use or disclosure of Confidential Information as permitted other than in accordance with this Agreement and requires its employees to acknowledge such rules and policies in writing. The Receiving Party expressly will instruct its employees and agents, including without limitation, subcontractors or required by law or approved in writing by consultants, not to disclose Confidential Information to third parties without the Disclosing party, which approval shall not be unreasonably withheld Party’s prior written consent; and may not be withheld where (d) the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party immediately of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any and ownership of its Confidential Information.

Treatment of Confidential Information. (Aa) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the The Receiving Party shall apply to any maintain the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of reasonable care used for as it maintains the confidentiality of its own confidential information, and proprietary information to avoid unauthorized disclosure or use in any event, not less than a reasonable standard of Confidential Information under this Agreementcare. (C) Each party further agrees that: (1b) The Receiving Party will hold all may use, copy and make extracts of the Disclosing Party’s Confidential Information it obtains only in strictest confidence and will use and permit use connection with the Purpose. (c) The Receiving Party shall not disclose any of the Disclosing Party’s Confidential Information solely for to any third party other than the purposes Receiving Party’s Affiliates and the directors, officers, employees, contractors, consultants and agents of this Agreement or as otherwise provided for in this Agreement, the Receiving Party and consistent therewith, may disclose or provide access to its responsible employees or agents Affiliates who have a need to know the Confidential Information for the Purpose and who are under adequate bound by obligations of confidentiality agreements or arrangements and make copies of substantially similar to those in this Agreement (collectively, “Representatives”), provided, however, that AMC may disclose Pfizer’s Confidential Information to the extent reasonably NIH as necessary to carry out its obligations under this Agreement;support the grant application described in the Purpose. (2d) Notwithstanding Upon the foregoingDisclosing Party’s request, the Receiving Party shall promptly return to the Disclosing Party or destroy all copies of the Disclosing Party’s Confidential Information. Upon the Disclosing Party’s request, the Receiving Party shall confirm in writing such destruction. (e) Section 2(d) notwithstanding, the Receiving Party: (i) may release retain a single copy of the Disclosing Party’s Confidential Information as permitted or required by law or approved for the sole purpose of ascertaining its ongoing rights and responsibilities in writing by the Disclosing party, which approval respect of such information; and (ii) shall not be unreasonably withheld and may not be withheld where required to destroy any computer files stored securely by the Receiving Party may be exposed to civil or criminal liability its Affiliates that are: (x) created during automatic system back up; or proceedings (y) retained for failure to release such information;legal purposes by the legal division of the Receiving Party and its Affiliates. (3f) AdditionallyAnything to the contrary contained herein notwithstanding, Ultimus may provide the Receiving Party shall be permitted to disclose (and the Receiving Party shall not be required to destroy) any of the Disclosing Party’s Confidential Information typically supplied that is required or requested to be disclosed by a governmental authority or applicable law in connection with a legal or administrative proceeding (including in connection with any regulatory approval process), provided that the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately shall: (i) notify the Disclosing Party of any unauthorized such disclosure or use, and will requirement as soon as practicable; (ii) cooperate with the Disclosing Party (at the Disclosing Party’s cost) if the Disclosing Party seeks a protective order or other remedy in respect of any such disclosure; and (iii) furnish only that portion of the Confidential Information which the Receiving Party is legally required to protect all proprietary rights in any Confidential Informationdisclose.

Treatment of Confidential Information. Each Party agrees (Aand Rose U agrees on behalf of each Designated Sublicensee) Each party agrees that at all times during inventions, processes, materials, chemicals, know-how and after ideas and all other business, technical and financial information it obtains from the terms other Party under this Agreement are the confidential property of the disclosing Party (“Confidential Information” of the disclosing Party). Except as expressly allowed in this Agreement, it shall use, handle, collect, maintain, the receiving Party will hold in confidence and safeguard not use or disclose any Confidential Information of the disclosing Party; provided, however, that Rose U and the Designated Sublicensees may disclose information relating to the Xxxxxxx Data (a) to actual or potential Designated Sublicensees (including, for the avoidance of doubt, disclosure by Rose U to Dermira and disclosure by the Designated Sublicensees to each of its or their actual or potential Designated Sublicensees), investors or acquirers, provided that each such actual or potential Designated Sublicensee (including, for the avoidance of doubt, Dermira), investor or acquirer agrees in accordance with (1) the writing to abide by confidentiality and non-disclosure requirements of use restrictions similar to those contained in this Agreement; (2) the GLB Actparagraph, as applicable and as it may be amended; and (3b) to consultants, contractors, suppliers and Affiliates, provided that each such other Applicable Lawconsultant, whether contractor, supplier and Affiliate agrees in effect now writing to abide by confidentiality and non-use restrictions similar to those contained in this paragraph, and (c) to legal, financial, and tax advisors of Rose U or in the future. (B) Without limiting the foregoingDesignated Sublicensees, the Receiving Party shall apply provided that such advisors are subject to confidentiality obligations with respect to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes Information. No provision of this Agreement paragraph shall be interpreted to prevent Rose U or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies Designated Sublicensee from making disclosures of Confidential Information to regulatory authorities as necessary: (i) for the extent reasonably necessary research and development of Licensed Products; or (ii) to carry out seek or obtain patents. Notwithstanding anything to the contrary herein, in recognition of Dermira’s concerns with respect to disclosing to Xxxxxxx the identities of its obligations under this Agreement; potential sublicensees of rights to commercialize Licensed Product except in the case that it actually enters into a sublicense with one (2) Notwithstanding in which case a copy of the foregoingsublicense must be delivered to Xxxxxxx in accordance with Section 3.5.2 hereof), the Receiving Party Parties agree that if Xxxxxxx reasonably believes that such a third party may release Confidential Information as permitted be using any of the Xxxxxxx Data in breach of any confidentiality or required non-use obligation to Rose U or Dermira or sublicense or other authorization provided by law Rose U or approved Dermira, Xxxxxxx may request in writing by of Rose U whether Rose U or Dermira disclosed the Disclosing partyXxxxxxx Data to such third party or an Affiliate or representative thereof, which approval and Rose U shall answer Xxxxxxx’x request, provided that answering such request does not be unreasonably withheld constitute a breach of any legal obligation of Rose U or Dermira to such third party including representing to Xxxxxxx whether Dermira made such a disclosure. Rose U and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies Dermira will ensure that track or report price, performance any non-disclosure or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized agreement with such a third party under which Xxxxxxx Data is disclosed, does not prevent Rose U or Dermira from making such a disclosure or use, and will cooperate with the Disclosing Party in response to protect all proprietary rights in any Confidential Informationa court order.

Treatment of Confidential Information. (Aa) Each party agrees that at The Parties shall not, and shall cause all times during and after the terms of Representatives not to, disclose to any other Person or use, except for purposes of this Agreement, it shall use, handle, collect, maintain, and safeguard any Confidential Information of the other Party; provided, however, that each Party may disclose Confidential Information of the other Party, to the extent permitted by Applicable Law: (i) to its Representatives on a need-to-know basis in accordance connection with (1) the confidentiality and non-disclosure requirements performance of such Party’s obligations under this Agreement; (2ii) in any report, statement, testimony or other submission to any Governmental Authority having jurisdiction over the GLB Actdisclosing Party; or (iii) in order to comply with Applicable Law or in response to any summons, as applicable and as it may be amended; and subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. Notwithstanding anything to the contrary in the preceding sentence, in the event that a Party becomes legally compelled (3based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party (to the extent legally permitted) shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Applicable LawParty’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, whether in effect now including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or in other similar remedy is not obtained, the futuredisclosing Party shall furnish only that portion of the Confidential Information which it is advised by counsel that it is legally compelled to disclose, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information. (Bb) Without limiting Each Party shall, and shall cause its Representatives to, protect the foregoing, the Receiving Party shall apply to any Confidential Information at least of the other Party by using the same degree of reasonable care used for to prevent the unauthorized disclosure of such Confidential Information as the Party uses to protect its own confidential information of a like nature. (c) Each Party shall cause its Representatives to agree to be bound by the same restrictions on use and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving as bind the Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of pursuant to this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies advance of the disclosure of any such Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationthem.

Treatment of Confidential Information. (A) Each party Receiving Party agrees that at all times during and after the terms term of this Agreement, it Agreement and thereafter to take reasonable steps to hold in confidence the Confidential Information. Receiving Party agrees to use the Confidential Information solely to perform the Project hereunder. Receiving Party’s obligations with respect to the Confidential Information also extend to any third party’s proprietary or confidential information disclosed to Receiving Party in the course of providing service to Disclosing Party. This obligation shall use, handle, collect, maintain, and safeguard survive the termination of this Agreement for a period of two (2) years. Receiving Party shall retain all Confidential Information in accordance with (1) confidence, exercising the confidentiality and non-disclosure requirements same standard of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the care used by Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for protect its own confidential and proprietary information but in no event less than reasonable care, to avoid unauthorized prevent the disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) any unauthorized third party. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information to its employees or agents (“Representatives”) who need to know such Confidential Information in order to perform or further the provision of the Project. Such Representatives shall have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement. Receiving Party shall be responsible for the failure of any of its Representatives to comply with the terms of this Agreement. The term “Confidential Information” will not apply to the extent that the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by can demonstrate that: such information of the Disclosing partyParty is, which approval shall not at the time of disclosure, available to the public; such information of the Disclosing Party becomes available to the public, by publication or otherwise, except by breach of the provisions of this Agreement by Receiving Party; such information of the Disclosing Party can be unreasonably withheld and may not be withheld where established by written evidence to have been in the possession of the Receiving Party may be exposed at the time of disclosure; such information of the Disclosing Party is received by the Receiving Party from a third-party without similar restrictions and without breach of this Agreement by Receiving Party; such information of the Disclosing Party was developed by employees or agents of the Receiving Party independently of and without reference to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide any Confidential Information typically supplied in of the investment company industry Disclosing Party (the Receiving Party shall bear the burden of proving such independent development); or the Confidential Information of the Disclosing Party is required to companies be disclosed by a government agency to further the objectives of this Agreement, by applicable law, rule or regulation, or by a proper court of competent jurisdiction; provided, however, that track or report price, performance or other information regarding investment companies; and (4) The the Receiving Party will immediately notify use its best efforts to minimize the disclosure of such information and will consult with and reasonably assist the Disclosing Party in obtaining a protective order prior to such disclosure at the expense of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential InformationParty.

Treatment of Confidential Information. (A) Each party agrees The parties agree that at all times during and after the terms term of this Agreement, it shall useand for a period of five (5) years after expiration or termination of this Agreement, handle, collect, maintain, and safeguard a party receiving Confidential Information of the other party will (a) maintain in accordance confidence such Confidential Information to the same extent such party maintains its own proprietary information; (b) not disclose such Confidential Information to any third party without prior written consent of the other party; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a party is required by law, regulation or court order to disclose Confidential Information of the other party, the party required to make such disclosure shall (i) promptly send a copy of the order or notice to the other party not later than ten (10) days before the proposed disclosure or such shorter period of time as may be reasonably practical under the circumstances; (ii) cooperate with the other party if the other party wishes to object or condition such disclosure through a protective order or otherwise; (1iii) limit the extent of such disclosure to the minimum required to comply with the order or notice; and (iv) use reasonable efforts to seek confidential treatment (i.e., filing “under seal”) for that disclosure. In addition, a party may disclose Confidential Information of the other party: (A) to its Affiliates and employees, to Sublicensees and potential Sublicensees (in the case of Licensee), provided, in each case, that any such Affiliate, employee, Sublicensee, or potential Sublicensee agrees in writing to be bound by terms of confidentiality and non-disclosure requirements of use at least as stringent as those set forth in this Agreement; (2) the GLB Act, as applicable and as it may be amendedSection 11; and (3B) such to other Applicable Law, whether third parties who are investors or potential investors in effect now connection with due diligence or similar investigations or in confidential financing documents, provided that any such third party agrees in writing to be bound by reasonable terms of confidentiality and non-use, and provided, further, that Licensee shall not disclose any unpatented or unpublished compound structure or synthetic route within the future. scope of the Licensed Patent Rights unless such investor or potential investor agrees in writing to be bound by terms of confidentiality and non-use at least as stringent as those contained in this Section 11. In each of the cases described in clauses (A) and (B) Without limiting the foregoingabove, the Receiving Party shall apply to any recipient of TSRI’s Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information shall have no further right to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of distribute such Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party any person outside of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationrecipient’s organization.

Treatment of Confidential Information. (A) Each Confidential Information shall be treated as strictly confidential by the receiving party. Confidential Information may not be used except as necessary to carry out obligations of the receiving party agrees that at all times during and after the terms shall not be disclosed to any third party. Notwithstanding any other provision of this Agreement, it shall useClient may file this Agreement with the U.S. Securities and Exchange Commission and any state securities regulator. In addition, handle, collect, maintain, and safeguard this Agreement imposes no obligation upon the parties with respect to Confidential Information which either party can establish by legally sufficient evidence: (a) was in accordance with the possession of, or was rightfully known by the receiving party without an obligation to maintain its confidentiality prior to receipt from the other party; (1b) is or becomes generally known to the confidentiality and non-disclosure requirements public without violation of this Agreement; (2c) is obtained by the GLB Act, as applicable and as receiving party in good faith from a third party having the right to disclose it may without an obligation of confidentiality; (d) is independently developed by the receiving party without the participation of individuals who have had access to the Confidential Information; or (e) is required to be amended; and (3) such other disclosed by Applicable Law, whether provided notice is promptly given to the other party and provided further that diligent efforts are undertaken to limit disclosure. With regard to disclosures under (e), where disclosure is required by law, by a court or administrative body of competent jurisdiction, or by any regulatory body which regulates the conduct of receiving party, or is required in effect now defense of any claims or in the future. (B) Without limiting the foregoingcauses of action asserted against it, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees provided that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent permitted, receiving party shall: (i) give the other party as much notice as is practicable of any such requirement so that a protective order or other appropriate remedy may be sought; attempt to obtain the other party’s consent to such disclosure; not disclose any more Confidential Information than is reasonably necessary in the circumstances; assist and cooperate in any appropriate action which the other party may decide to carry out its obligations under this Agreement; (2) take in an effort to limit the nature and scope of any required disclosure of Confidential Information. Notwithstanding the foregoingabove exceptions, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval PFSC shall not be unreasonably withheld and may not be withheld where disclose Client Portfolio Information except under the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; circumstances described in subsection (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informatione).

Treatment of Confidential Information. (A) Each party agrees The parties agree that at all times during and after the terms term of this Agreement, it and for a period of 5 years after expiration or termination of this Agreement, a party receiving Confidential Information of the other party will (a) maintain in confidence such Confidential Information to the same extent such party maintains its own proprietary information; (b) not disclose such Confidential Information to any third party without prior written consent of the other party; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a party is required by law, regulation or court order to disclose Confidential Information of the other party, the party required to make such disclosure shall use(i) promptly send a copy of the order or notice to the other party not later than 10 days before the proposed disclosure or such shorter period of time as may be reasonably practical under the circumstances; (ii) cooperate with the other party if the other party wishes to object or condition such disclosure through a protective order or otherwise; (iii) limit the extent of such disclosure to the minimum required to comply with the order or notice; and (iv) use reasonable efforts to seek confidential treatment (i.e., handlefiling “under seal”) for that disclosure. In addition, collect, maintaina party may disclose Confidential Information of the other party: (A) to its Affiliates and employees, and safeguard Confidential Information to Sublicensees, Partners and potential Sublicensees and Partners (in accordance with (1) the case of Company), provided, in each case, that any such Affiliate, employee, Sublicensee, Partner, or potential Sublicensee or Partner agrees in writing to be bound by terms of confidentiality and non-disclosure requirements of use at least as stringent as those set forth in this Agreement; (2) the GLB Act, as applicable and as it may be amendedSection 11; and (3B) such to other Applicable Law, whether third parties who are investors or potential investors in effect now connection with due diligence or similar investigations or in confidential financing documents, provided that any such third party agrees in writing to be bound by reasonable terms of confidentiality and non-use, and provided, further, that Company shall not disclose any unpatented or unpublished method within the future. scope of the Licensed Patent Rights or the Know-How unless such investor or potential investor agrees in writing to be bound by terms of confidentiality and non-use at least as stringent as those contained in this Section 11. In each of the cases described in clauses (A) and (B) Without limiting the foregoingabove, the Receiving Party shall apply to any recipient of TSRI’s Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information shall have no further right to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of distribute such Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party any person outside of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationrecipient’s organization.

Treatment of Confidential Information. (A) Each party agrees that at The Parties agree to comply with all times during Privacy and after Security Laws in connection with this Agreement. Such requirement shall survive the terms termination of this Agreement, it shall use, handle, collect, maintain. Neither Party shall, and safeguard each shall cause their Affiliates and subcontractors not to, make Confidential Information of the other Party available in any form to any third party or to use such Confidential Information for any purpose other than to exercise the rights of such Party and its Affiliates’ and subcontractors’ respective rights and perform their respective obligations under this Agreement. Each Party shall, and shall cause its Affiliates to, hold the other Party’s Confidential Information in accordance with (1) the confidentiality confidence and non-disclosure requirements to take all reasonable steps to ensure that Confidential Information is not disclosed, distributed or used by its respective Representatives in breach of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) . Without limiting the foregoing, each Party shall, and shall cause its Affiliates and subcontractors to, take all precautions, but not less than those employed to protect such Party’s own Confidential Information, to prevent the Receiving Confidential Information of the other Party shall apply to from being disclosed, distributed or used, in whole or in part, by any Person in breach of this Agreement. A Party or its Affiliates may disclose any Confidential Information at least received from the same degree of reasonable care used for its own confidential and proprietary information other Party to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents their respective Representatives who have a need to know it for purposes of the receiving Party performing its obligations or exercising its rights hereunder, and are under adequate confidentiality agreements or arrangements who agree to protect the received Confidential Information from unauthorized use and make copies disclosure in accordance with this Agreement. This Section 10.10 will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by Applicable Law, stock exchange rules or a Governmental Authority (including in connection with a report required to be filed with, or submitted to, a Governmental Authority); provided, that (to the extent permitted by law and reasonably necessary practicable) a Party so compelled to carry out its obligations under this Agreement; disclose Confidential Information (2the “Responding Party”) shall give reasonably prompt written notice to the other Party of receipt of any such request for disclosure and shall have made a reasonable effort, at the other Party’s direction and expense, to provide the other Party with an opportunity to comment on such disclosure in advance and seek a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. Notwithstanding the foregoingforegoing obligation of the Responding Party, nothing in this Section 10.10 shall limit or restrict the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by ability of the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any act on its own behalf and at its own expense to prevent or limit the required disclosure of Confidential Information.

Treatment of Confidential Information. (Aa) Each The Ceding Company and the Reinsurer (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and following the Phase 1 Closing Date, the Receiving Party and its Affiliates will not disclose, give, sell, use or divulge any Confidential Information of the other party agrees (the “Disclosing Party”) for any purpose or permit their respective Representatives to do the same, except that at each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so, (ii) to the extent necessary for the performance of such Receiving Party’s obligations under this Agreement, the Master Transaction Agreement, the Phase 1 Ancillary Agreements and the Phase 2 Ancillary Agreements, (iii) to the extent necessary for the enforcement of the rights of such Receiving Party and its Affiliates under this Agreement, the Master Transaction Agreement, the Phase 1 Ancillary Agreements or the Phase 2 Ancillary Agreements, (iv) to those of such Receiving Party’s Affiliates and their respective Representatives, and in the case of the Reinsurer, Kohlberg Kravis Xxxxxxx & Co. L.P. and its Affiliates, in each case who need to know such information for the foregoing purposes, (v) as required under any Applicable Law or by any Governmental Authority, (vi) as might be necessary for Tax or financial reporting purposes or during the course of external audits, (vii) to its retrocessionaires in connection with its retrocession of all times during and after or a portion of the risks ceded hereunder in compliance with the terms of this Agreement, it shall use, handle, collect, maintain, or (viii) to which the Disclosing Party gives its prior written consent; provided that in the case of clauses (iv) and safeguard (vii) that the Receiving Party may only disclose such Confidential Information to Persons who are bound by confidentiality obligations in accordance with (1) respect of such Confidential Information that are at least as stringent as the confidentiality and non-disclosure requirements obligations of this Agreement; (2) the GLB ActReceiving Party. If the Receiving Party or its Affiliates, as applicable and as it may be amended; and (3) or any of their respective Representatives receives a subpoena, regulatory request or court order in respect of such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoingdisclosure, the Receiving Party shall apply to any Confidential Information at least provide the same degree Disclosing Party with prompt written notice of reasonable care used for such requirement so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.10. In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.10, the Receiving Party or its own confidential and proprietary information to avoid unauthorized disclosure Affiliates or use their respective Representatives, as applicable, shall furnish only that portion of Confidential Information under this Agreementwhich is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded Confidential Information. (C) Each party further agrees that: (1b) The Receiving Party will hold all Confidential Information it obtains in strictest confidence Party, on behalf of itself, its Affiliates and will use and permit use their respective Representatives acknowledges that a breach of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding Section 16.10 may result in irreparable injury to the foregoingDisclosing Party. In the event of the breach by the Receiving Party, its Affiliates or their respective Representatives of any of the terms and conditions of this Section 16.10 to be performed, the Receiving Disclosing Party may release Confidential Information as permitted or required by law or approved shall be entitled to the remedies provided in writing by Section 16.11 in addition to any other remedy to which the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationentitled hereunder.

Treatment of Confidential Information. The Receiving Party shall treat any Confidential Information with at least the same degree of care regarding its secrecy and confidentiality as the Receiving Party's similar information is treated within the Receiving Party's organization. The Receiving Party shall keep confidential and not disclose the Confidential Information of the Disclosing Party to third parties (Aexcept as stated hereinafter) Each party nor use it for any purpose other than the performance under this Agreement, without the express prior written consent of the Disclosing Party. The Receiving Party further agrees that at all times during and after it shall restrict disclosure of Confidential Information as follows: 36.2.1 Disclosure shall be restricted solely to (i) its agents as may be necessary to enforce the terms of this Agreement, it shall use(ii) its Affiliates, handleshareholders, collectdirectors, maintainofficers, employees, advisors, lenders and safeguard Confidential Information representatives as necessary, (iii) any Governmental Authority in accordance connection with seeking any required regulatory approval, (1iv) to the confidentiality extent required by applicable Law, (v) in the case of Buyer only, potential transferees of Energy or PCs obtained by Buyer and non-disclosure requirements (vi) potential assignees of this Agreement; Agreement (2) the GLB Acttogether with their agents, advisors and representatives), as applicable and as it may be amended; and necessary in connection with any such assignment (3which assignment or transfer shall be in compliance with Section 24 (Assignment)) such other Applicable Law, whether in effect now or in the futureeach case after advising those agents of their obligations under this Section 36. (B) Without limiting 36.2.2 In the foregoingevent that the Receiving Party is required by applicable Law to disclose any Confidential Information, the Receiving Party shall apply provide the Disclosing Party with prompt notice of such request or requirement in order to any Confidential Information at least enable Disclosing Party to seek an appropriate protective order or other remedy and to consult with Disclosing Party with respect to Disclosing Party taking steps to resist or narrow the same degree scope of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure such request or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) legal process. The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use agrees not to oppose any action by the Disclosing Party to obtain a protective order or other appropriate remedy. In the absence of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreementsuch protective order, and consistent therewith, may provided that the Receiving Party is advised by its counsel that it is compelled to disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of the Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoingInformation, the Receiving Party may release shall: 36.2.2.1 Furnish only that portion of the Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companiesis advised by counsel is legally required; and (4) The Receiving Party will immediately notify 36.2.2.2 Use its commercially reasonable efforts, at the expense of the Disclosing Party of any unauthorized disclosure or useParty, and to ensure that all Confidential Information so disclosed will cooperate with the Disclosing Party be accorded confidential treatment. This Section 36.2.2 shall not apply to protect all proprietary rights in any Confidential Informationinformation disclosed as contemplated by 36.2.1 (iii).

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement;; Ultimus Master Services Agreement (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at Except as otherwise contemplated by this Agreement or any Transaction Agreement and to the extent permitted or required to implement the transactions contemplated by this Agreement and the other Transaction Agreements, the Ceding Company will keep confidential and will not use or disclose, and will take all times during reasonable steps to ensure its Representatives do not use or disclose, the Administrator’s Confidential Information, and after the Administrator will keep confidential and will not use or disclose, and will take all reasonable steps to ensure its Representatives do not use or disclose, the Ceding Company’s Confidential Information, and the Parties will each keep confidential and will not use or disclose terms and conditions of this Agreement, it shall useincluding the Exhibits and Schedules hereto, handlein each case, collectexcept (a) to the disclosing Party’s Representatives, maintainauditors or ratings agencies; provided, that such Representatives, auditors or ratings agencies are 1007063915v4 made aware of the provisions of this Section 16.11, (b) to the extent that the information has been made public by or on behalf of, or with the prior consent of, the non-disclosing Party, (c) if required in connection with any report required to be filed or submitted with any Governmental Entity, (d) as may be required to be disclosed in the financial statements of such Party or any of its Affiliates, (e) as may be required in connection with any dispute resolution proceeding between the Parties in respect hereof; (f) if the information is independently developed by the receiving Party, its Affiliates or any of its Representatives without use or access to the disclosing Party’s Confidential Information, or (g) if the information is rightfully obtained by the receiving Party from a third party without, to the knowledge of the receiving Party, breach by such third party of a duty of confidentiality of any nature to the disclosing Party. The Administrator agrees to hold all personal information about proposed, current, and safeguard Confidential Information former Policyholders, applicants and beneficiaries of the Reinsured Policies in confidence in accordance with (1) applicable Law and the confidentiality Administrator’s privacy policy or policies and non-disclosure requirements shall establish and maintain safeguards against the unauthorized access, destruction, loss or alteration of this Agreement; (2) such information which are no less rigorous than those maintained by the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used Administrator for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreementa similar nature. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at At all times during and after the terms Recipient shall: (i) use the same standard of this Agreement, it shall use, handle, collect, maintain, and safeguard care to protect the Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply uses to any Confidential Information at least the same degree of reasonable care used for protect its own confidential and proprietary information to avoid unauthorized disclosure or of a similar nature, but not less than a commercially reasonable standard of care; (ii) not use of the Discloser’s Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or other than as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out perform its obligations under this Agreement; (2iii) Notwithstanding not disclose, or distribute, or disseminate the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing to any third party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4iv) disclose the Discloser’s Confidential Information to its agents and or affiliates on a “need to know” basis only, provided that the Recipient requires each of its affiliates and agents to be bound by obligations of the confidentiality and restrictions against disclosure of the Disclosure’s Confidential Information at least as restrictive as those contained in this Agreement. In addition to its obligations in the “Treatment of Confidential Information” subsection above, each party has implemented and shall maintain, and shall require all third parties to whom it discloses Confidential and Personal Information to implement and maintain, an effective information security program to protect the Personal Information from disclosure that is not specifically authorized pursuant to this Agreement, including, without limitation, encrypting such information using commercially reasonable encryption technology. The Receiving Party will immediately notify security program shall be designed to: (i) ensure the Disclosing Party security and confidentiality of Personal Information; (ii) include reasonable policies and procedures designed to identify and detect patterns,practices, or specific activities that indicate the possible existence of identity theft, and prevent, and mitigate the risk thereof; MDS Securities, LLC Selling Dealer Agreement 14 (iii) protect against any anticipated threats or hazards to the security or integrity of Personal Information including, without limitation, the risk of identity theft; and (iv) protect against any unauthorized disclosure access to, or useuse of Personal Information, including, without limitation, identifying and detecting any patterns, practices, or specific activities indicating the possibility of identity theft. In addition, the Recipient shall, upon Discloser’s written request, promptly provide the Discloser detailed information regarding any failure or breach of such security program involving Confidential and Personal Information provided the Recipient by the Discloser pursuant to this Agreement, including how and when such failure or breach occurred, and will cooperate with the Disclosing Party what actions have been or are being taken to protect all proprietary rights in any Confidential Informationremedy such failure or breach.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing partyParty, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, ; Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.Master Services Agreement

Treatment of Confidential Information. (Aa) Each party agrees that at all times during and after The Recipient shall maintain the terms confidentiality of this Agreement, it shall use, handle, collect, maintain, and safeguard Company’s Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for as it maintains the confidentiality of its own confidential information of like importance, and proprietary information to avoid unauthorized disclosure or use in any event, not less than a reasonable standard of Confidential Information under this Agreementcare. (Cb) Each party further The Recipient may use, copy and make extracts of Company’s Confidential Information only in connection with the Purpose. The Recipient agrees that:that it shall not, at any time during or after this Agreement remains in effect, engage in any invasive testing of any sample, prototype or other product of the Company or any of its Affiliates, including, but not limited to, any x-ray or destructive analysis or any reverse engineering. (1c) The Receiving Party will hold all Recipient shall not disclose any of Company’s Confidential Information it obtains in strictest confidence to any third party other than the Recipient’s Affiliates and will use the directors, officers, employees, contractors, consultants and permit use agents of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, Recipient and consistent therewith, may disclose or provide access to its responsible employees or agents Affiliates who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of the Confidential Information for the Purpose and who are bound by obligations of confidentiality at least as restrictive as those in this Agreement (collectively, “Representatives”). The Recipient is liable to Company for any use or disclosure of the extent reasonably necessary Confidential Information in violation of the terms of this Agreement by any Representatives to carry out its obligations whom the Recipient discloses such Confidential Information under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval clause 2(c). The Recipient shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party immediately upon its discovery of any unauthorized use or disclosure of the Confidential Information or use, any breach of this Agreement and will reasonably cooperate with the Disclosing Party to protect all proprietary rights regain possession of the Confidential Information and prevent its further unauthorized use or disclosure (d) Upon Company’s request, and in any event upon termination of this Agreement, the Recipient shall promptly return to Company or, at Company’s option, destroy all copies of Confidential InformationInformation and, except as set out in clause 2(e) below, the Recipient shall destroy all additional copies, in whatever medium, of Confidential Information then in its or its Representatives’ possession. Upon Company’s request, the Recipient shall confirm in writing as to such destruction. (e) Section 2(d) notwithstanding, the Recipient: (i) may retain a single copy of Company’s Confidential Information for the sole purpose of ascertaining its ongoing rights and responsibilities in respect of such information; and (ii) shall not be required to destroy any computer files stored securely by the Recipient or its Affiliates that are: (x) created during automatic system back up; or (y) retained for legal purposes by the legal division of the Recipient and its Affiliates; provided, that any Confidential Information retained by Recipient must be kept confidential in accordance with this Agreement. (f) Anything to the contrary contained herein notwithstanding, the Recipient shall be permitted to disclose (and the Recipient shall not be required to destroy) any of Company’s Confidential Information that is required to be disclosed by a governmental authority or applicable law in connection with a legal or administrative proceeding (including in connection with any regulatory approval process), provided that the Recipient shall: (i) provide reasonable prior written notice to Company of any such disclosure requirement; (ii) cooperate with Company (at Company’s cost) if Company seeks a protective order or other remedy in respect of any such disclosure; and (iii) furnish only that portion of the Confidential Information which the Recipient is legally required to disclose.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the The Receiving Party ------------------------------------- shall apply to treat any Confidential Information with at least the same degree of reasonable care used regarding its secrecy and confidentiality as the Receiving Party's similar information is treated within the Receiving Party's organization. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to third parties (except as stated hereinafter) nor use it for its own confidential and proprietary information to avoid unauthorized any purpose other than the negotiation or performance of this Agreement, without the express prior written consent of the Disclosing Party. The Receiving Party further agrees that it shall restrict disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees thatas follows: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information 34.2.1 Disclosure shall be restricted solely for to its agents as may be necessary to enforce the purposes terms of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or after advising those agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its their obligations under this Agreement;Section 34.2. (2) Notwithstanding 34.2.2 In the foregoingevent that the Receiving Party is requested, pursuant to or as required by applicable Law or by legal process, to disclose any Confidential Information, the Receiving Party may release Confidential Information as permitted shall provide the Disclosing Party with prompt notice of such request or required by law requirement in order to enable Disclosing Party to seek an appropriate protective order or approved in writing other remedy and to consult with Disclosing Party with respect to Disclosing Party taking steps to resist or narrow the scope of such request or legal process. The Receiving Party agrees not to oppose any action by the Disclosing partyParty to obtain a protective order or other appropriate remedy. In the absence of such protective order, which approval shall not be unreasonably withheld and may not be withheld where provided that the Receiving Party may be exposed is advised by its counsel that it is compelled to civil or criminal liability or proceedings for failure to release such information;disclose the Confidential Information, the Receiving Party shall: (3i) Additionally, Ultimus may provide furnish only that portion of the Confidential Information typically supplied in which the investment company industry to companies that track or report price, performance or other information regarding investment companiesReceiving Party is advised by counsel is legally required; and (4ii) The Receiving Party will immediately notify use its commercially reasonable best efforts, at the expense of the Disclosing Party of any unauthorized disclosure or useParty, and to ensure that all Confidential Information so disclosed will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationbe accorded confidential treatment.

Treatment of Confidential Information. During the Term and for five (A5) Each party agrees that at all times during and after years thereafter, each Party shall maintain Confidential Information (as defined in Section ‎8.2) of the terms of this Agreement, it shall use, handle, collect, maintainother Party in confidence, and safeguard shall not disclose, divulge or otherwise communicate such Confidential Information in accordance with to others (1) the confidentiality except for agents, directors, officers, employees, consultants, subcontractors, licensees, sublicensees, partners, Affiliates and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents advisors who have a need to know such information to perform obligations or exercise rights on behalf of such Party (collectively, “Agents”) under obligations of confidentiality no less stringent than those set forth in this ‎ARTICLE VIII) or use it for any purpose other than in connection with the Development, Manufacture, use or Commercialization of Compounds or Products pursuant to this Agreement or otherwise to accomplish the purposes of this Agreement, including exercising its rights or performing its obligations hereunder, and are under adequate confidentiality agreements or arrangements each Party shall exercise Commercially Reasonable Efforts to prevent and make copies restrain the unauthorized disclosure of such Confidential Information by any of its Agents, which efforts shall be at least as diligent as those generally used by such Party in protecting its own confidential and proprietary information, and in any event no less than reasonable efforts. Each Party will be responsible for any breach of this ‎ARTICLE VIII by its Agents. Either receiving Party may disclose Confidential Information of the disclosing Party (a) to Governmental Authorities in order to comply with applicable Laws, respond to inquiries, requests or investigations by Governmental Authorities, including filing, prosecuting or maintaining Patent Rights as permitted by this Agreement; (b) to comply with the regulations or requirements of any stock exchange; (c) to the extent reasonably necessary useful to carry out its obligations under Develop, Manufacture, use or Commercialize any Compound or Product, including making regulatory filings for any Compound or Product, in accordance with this Agreement; ; (2d) Notwithstanding to the foregoingextent necessary or useful in order to defend or prosecute litigation; and (e) to potential and actual bona fide investors, acquirors and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration; provided that (x) with respect to any disclosure in accordance with Section ‎8.1(a), (b) or (d), the Receiving receiving Party may release shall promptly provide prior notice of such disclosure to the disclosing Party and use Commercially Reasonable Efforts to avoid or minimize the degree of such disclosure, (y) with respect to any disclosure in accordance with Section ‎8.1(a) or (d), the receiving Party will use efforts to secure confidential treatment of such Confidential Information at least as permitted or required by law or approved diligent as such Party would use to protect its own confidential information, but in writing by no event less than reasonable efforts, and (z) with respect to any disclosure in accordance with Section ‎8.1(e), the Disclosing party, receiving Party shall obtain the same confidentiality obligations from any Third Parties to which approval shall not be unreasonably withheld and may not be withheld where it discloses the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in of the investment company industry disclosing Party as it obtains with respect to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party its own similar types of any unauthorized disclosure or useconfidential information, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationevent such obligations shall be no less stringent than those set forth in this ‎ARTICLE VIII.

Treatment of Confidential Information. During the Term and thereafter, each Party (Athe “Receiving Party”) Each party agrees that at all times during and after shall maintain Confidential Information (as defined in Section 8.2) of the terms of this Agreement, it shall use, handle, collect, maintainother Party (the “Disclosing Party”) in confidence, and safeguard shall not disclose, divulge or otherwise communicate such Confidential Information to others (except for agents, directors, officers, employees, consultants, subcontractors, licensees, partners, Affiliates that are permitted sublicensees hereunder and advisors (collectively, “Agents”), in each case solely to the extent such Agents require such access to Confidential Information in accordance with (1order for the Receiving Party to fulfill its obligations or exercise its rights hereunder, and under obligations of confidentiality at least as protective of the Disclosing Party and its interest in its Confidential Information as the terms set forth in this Article VIII) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) during such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, period the Receiving Party shall apply exercise reasonable efforts to any prevent and restrain the unauthorized use and unauthorized disclosure of the Disclosing Party’s Confidential Information by any of the Receiving Party’s Agents, which reasonable efforts shall be at least as diligent as those generally used by the same degree of reasonable care used for Receiving Party in protecting its own confidential and proprietary information to avoid unauthorized disclosure or of similar importance. Each Party will be responsible for a breach of this Article VIII by its Agents. Neither Party shall use of Confidential Information of the other Party for any purpose other than the performance of its obligations and the exercise of its rights or licenses granted or permitted under this Agreement. (C) Each party further agrees that: (1) The Receiving . For clarity, either Party will hold all may disclose Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access other Party to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information Governmental Authorities (a) to the extent reasonably necessary to carry out exercise its obligations under this Agreement; rights and licenses hereunder and (2b) Notwithstanding in order to respond to inquiries, requests or investigations by Governmental Authorities. For the foregoingavoidance of doubt, each member of the Receiving Party may release JRDC shall be required to execute a written confidentiality agreement in which each such member acknowledges the confidential nature of the reports, data and material obtained or generated by the JRDC and the obligation of such member to maintain such Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationstrict confidence.

Treatment of Confidential Information. During the Term and for [*] thereafter, each Party shall maintain Confidential Information (Aas defined in Section 8.2) Each party agrees that at all times during of the other Party in confidence, and after shall not disclose, divulge or otherwise communicate such Confidential Information to others (except for agents, directors, officers, employees, consultants, subcontractors, licensees, partners, Affiliates and advisors (collectively, “Agents”) under obligations of confidentiality) or use it for any purpose other than in connection with the terms Development, Manufacture or Commercialization of Products in accordance with this Agreement, it and each Party shall use, handle, collect, maintain, exercise Commercially Reasonable Efforts to prevent and safeguard restrain the unauthorized use and disclosure of such Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements by any of this Agreement; (2) the GLB Actits Agents, as applicable and as it may which efforts shall be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care as diligent as those generally used for by such Party in protecting its own confidential and proprietary information to avoid unauthorized disclosure or use information. Each Party will be responsible for a breach of this ARTICLE VIII by its Agents. Forest may disclose Confidential Information under this Agreement.of Adamas, and Adamas may disclose Confidential Information of Forest (including any [*]) (Ca) Each party further agrees that: to Governmental Authorities in order to respond to inquiries, requests or investigations by Governmental Authorities and (1b) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as subject to Section 4.2(f), otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary in order to carry out fulfill its obligations or exercise its rights under Section 4.2(f) and 4.5 under this Agreement (but for clarity, except pursuant to [*] use Confidential Information of [*] for purposes related to [*]). In addition, Forest may disclose Confidential Information of Adamas (x) to the extent reasonably necessary or useful to obtain or maintain INDs or Regulatory Approvals for any Product consistent with Forest’s rights under this Agreement; ; (2y) Notwithstanding to outside consultants, scientific advisory boards, managed care organizations, and non-clinical and clinical investigators to the foregoingextent reasonably necessary or reasonably useful to Develop, Manufacture or Commercialize any Product in a manner consistent with Forest’s rights under this Agreement; or (z) to the Receiving Party may release extent reasonably useful to Develop, Manufacture or Commercialize any Product in a manner consistent with Forest’s rights under this Agreement. With respect to any disclosure of the other Party’s Confidential Information as permitted or required by law or approved in writing by pursuant to this Section 8.1, each Party shall obtain the Disclosing party, same confidentiality obligations from any Third Parties (excluding Governmental Authorities) to which approval shall not be unreasonably withheld and may not be withheld where it discloses the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in of the investment company industry other Party as it obtains with respect to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party its own similar types of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationconfidential information.

Treatment of Confidential Information. (Aa) Each party agrees The Parties shall not, and shall cause all other persons providing Services or having access to information of the other Party that at all times during and after the terms is confidential or proprietary (including, without limitation, Disclosing Party Customer Information, “Confidential Information”) not to, disclose to any other person or use, except for purposes of this Agreement, it shall use, handle, collect, maintain, and safeguard any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in accordance the public domain through no fault of such Party or any member of such Group or any of their respective Representatives, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves bound by a confidentiality obligation or (iii) independently generated without reference to any Confidential Information of the other Party; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (i) to its Representatives on a need-to-know basis in connection with (1) the confidentiality and non-disclosure requirements performance of such Party’s obligations under this Agreement; (2ii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the GLB Actdisclosing Party; or (iii) in order to comply with applicable Law, as applicable and as it may be amended; and or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (3based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Applicable LawParty’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, whether in effect now including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or in other similar remedy is not obtained, the futuredisclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information. (Bb) Without limiting Upon the foregoingtermination of this Agreement, either Party may request, in such Party’s sole discretion, that all Confidential Information belonging to such Party either be promptly returned to such Party or promptly destroyed by the Receiving other Party, and in either case not retained by such other Party or its Affiliates or their respective Subcontractors in any form. Notwithstanding anything to the contrary contained herein, each Party’s legal department may retain an archival copy of all or any portion of such Confidential Information to the extent required by applicable Law. The rights and obligations of the Parties regarding the non-disclosure and use of Confidential Information exchanged under this Agreement shall apply to survive any return, retention or destruction of any Confidential Information. (c) All Confidential Information at least shall remain the property of the Disclosing Party. (d) Each Party shall, and shall cause its Representatives to, protect the Confidential Information of the other Party by using the same degree of reasonable care used for to prevent the unauthorized disclosure of such as the Party uses to protect its own confidential information of a like nature, but in any event no less than a reasonable degree of care. (e) Each Party shall be liable for any failure by its respective Representatives to comply with the restrictions on use and proprietary information to avoid unauthorized disclosure or use of Confidential Information under contained in this Agreement. (Cf) Each party further agrees that: (1) The Receiving Party will hold shall comply with all Confidential Information it obtains applicable local, state, national, federal and foreign privacy and data protection Laws that are or that may in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information future be applicable to the extent reasonably necessary to carry out its obligations provision of Services under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (Aa) The Parties acknowledge that, by reason of their relationship and the provision and receipt of Services, each Party may have access to Confidential Information concerning the other Party’s business, products and services, including the 101 Business. For the avoidance of doubt, any Confidential Information with respect to the 101 Business shall be owned by RemainCo, regardless of whether the SpinCo Group discloses such Confidential Information to RemainCo in the course of its provision of Services under this Agreement. Each party Party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintainnot, and safeguard shall cause its Affiliates and its and its Affiliates’ officers, directors, members, managers, partners, employees, agents and other personnel not to, use in any way, for their own account or the account of any third party, or disclose to any third party, any such Confidential Information without prior written authorization from the disclosing Party, and in accordance with (1) the confidentiality and non-disclosure requirements case of any Confidential Information regarding the 101 Business, RemainCo, except for purposes of this Agreement; provided, however, that each Party may disclose Confidential Information of the other Party, to the extent permitted by applicable Law: (2i) to its Representatives on a need-to-know basis in connection with the GLB Actperformance of such Party’s obligations under this Agreement; or (ii) in order to comply with applicable Law or in response to any summons, as applicable and as it may be amended; and subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (3based on advice of counsel) by judicial, investigative or administrative process to disclose any Confidential Information of the other Party, such disclosing Party (to the extent legally permitted) shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Applicable LawParty’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, whether in effect now including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or in other similar remedy is not obtained, the futuredisclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled and shall exercise its reasonable best efforts (at such other Party’s expense) to obtain assurance that confidential treatment shall be accorded such Confidential Information. In the event that a Party becomes legally required (based on advice of counsel) to disclose Confidential Information pursuant to stock exchange rules or securities Laws, the disclosing Party shall allow the other Party a reasonable opportunity to review and comment on the portion of such disclosure containing or reflecting Confidential Information, prior to the disclosure thereof. (Bb) Without limiting Each Party shall, and shall cause its Representatives to, protect the foregoing, the Receiving Party shall apply to any Confidential Information at least of the other Party by using the same degree of reasonable care used for to prevent the unauthorized disclosure of such Confidential Information as the Party uses to protect its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information of a like nature, which shall not be less than a reasonable standard of care. (c) Each Party shall inform its Representatives and Affiliates of the confidential nature of the information and direct them to abide by the terms hereof in advance of the disclosure of any such Confidential Information to them. Such disclosing Party shall be responsible for any breach of this Agreement by such Representatives or Affiliates, as if such Representatives or Affiliates were a party hereto. (d) Each Party shall comply with this Agreement (including but not limited to this Section 10.03(d) and the Data Processing Addendum attached hereto as Schedule C) and all applicable Laws (including Privacy Laws (as defined in the Data Processing Addendum)) that are or that may in the future be applicable to the provision of Services hereunder, including as related to any Personal Information (as defined in the Merger Agreement). (e) The provisions of the Data Processing Addendum attached hereto as Schedule C shall govern the processing of Personal Information in connection with the provision of Services under this Agreement. (Cf) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will shall use and permit use reasonable best efforts to ensure that at completion of Confidential Information solely for the purposes specific Services or termination of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide all access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information of the other Party that was provided for purposes of SpinCo providing such Services to the extent reasonably necessary to carry out its obligations any Recipient, including any access rights provided under this Agreement; (2) Notwithstanding the foregoingSection 4.01 hereof, the Receiving Party may release will be terminated, including cancellation of all user identifications and passwords related thereto, if any, and any Confidential Information as permitted or required by law or approved in writing by of the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure be deleted or use, and will cooperate with the Disclosing Party returned to protect all proprietary rights in any Confidential Informationsuch other Party.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or (1) if approved in writing by the Disclosing partyParty, which approval or (2) as required by law, as is required to be disclosed to or by any regulatory authority, or under any rule or judicial or administrative proceeding, or otherwise by applicable law; provided that, unless prohibited by law, the Disclosing Party shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release provide notice of such information;disclosure. (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, use and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at Party shall, and shall cause each of its Affiliates and each of its and their officers, directors and employees to, hold all times during and after information relating to the terms business of the other Party disclosed to it by reason of this AgreementAgreement (the “Confidential Information”) confidential, and shall not disclose or permit to be disclosed any such Confidential Information to any third party unless legally compelled to disclose such information; provided, however, a Party may disclose Confidential Information to such Party’s advisors, attorneys, contractors and auditors in connection with the performance or receipt of the Services and Special Projects provided such third parties are bound by confidentiality obligations at least as protective of the Confidential Information as set forth in this Section 7.15 and, provided, further, that to the extent that a Person receiving Confidential Information hereunder may become legally compelled to disclose any Confidential Information, such Person: (a) may only disclose such information if it shall usefirst have used reasonable best efforts to, handleand, collectif practicable, maintainshall have afforded the other Party the opportunity to, and safeguard Confidential Information in accordance with (1) obtain an appropriate protective order or other satisfactory assurance of confidential treatment for the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may information required to be amendedso disclosed; and (3b) if such protective order or other Applicable Lawremedy is not obtained, whether in effect now or in the future. (B) Without limiting other Party waives such Person’s compliance with the foregoingprovisions of this Section 7.15, shall only furnish that portion of the Receiving Party shall apply to any Confidential Information at least which is legally required to be so disclosed. As used herein, “Confidential Information” does not include any information that the same degree receiving Party demonstrates: (i) is or becomes generally available to the public other than as a result of reasonable care used for its own a disclosure by the Party receiving the Confidential Information; (ii) was available to the receiving Party on a non-confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access basis prior to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing disclosure by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companiesdisclosing Party; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.or

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access only to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (a) Each of the Company and the Selling Stockholders, severally and not jointly with any other Person, acknowledges that it, he or she has or may have had in the past, and in the future may have, access to Confidential Information of the Company and the Company Subsidiaries, the Other Founding Companies and their Subsidiaries, and IDG and its Subsidiaries. Each of the Company and the Stockholders, severally and not jointly with any other Person, agrees that it, he or she will keep confidential all such Confidential Information and, except with the specific prior written consent of IDG, will not disclose such Confidential Information to any Person except: (i) Representatives of IDG, (ii) its own Representatives, provided that such Representatives (other than counsel) agree to the confidentiality provisions of this Section 11.14. Confidential Information shall not include (A) Each party agrees such information that at all times during and after becomes known to the terms public generally through no fault of this Agreementany Selling Stockholder, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting information required to be disclosed by law or the foregoingorder of any Governmental Authority under color of law, provided that prior to disclosing any information pursuant to this clause (B), each Selling Stockholder shall, if possible, give prior written notice thereof to IDG and provide IDG with the Receiving Party shall apply opportunity to contest such disclosure, or (C) such information that the disclosing party reasonably believes the disclosure of which is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Selling Stockholder of the provisions of this Section 11.14 with respect to any Confidential Information Information, IDG shall be entitled to an injunction restraining such Selling Stockholder from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting IDG from pursuing any other remedy available at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by equity for such breach or threatened breach, including the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party recovery of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential InformationDamages.

Treatment of Confidential Information. During the Term and for a period of […***…] years thereafter, each Party shall maintain Confidential Information of the other Party in confidence, and shall not disclose, divulge or otherwise communicate such Confidential Information to any Third Party, or use it for any purpose other than as permitted under this Agreement or in connection with the development, manufacture, marketing, promotion, distribution or sale of the Products pursuant to this Agreement, and each Party agrees to exercise its reasonable efforts to prevent and restrain the unauthorized disclosure of such Confidential Information by any of its directors, officers, employees, or permitted Third Parties. If, in the opinion of the receiving Party’s counsel, any of the disclosing Party’s Confidential Information is required to be disclosed pursuant to law, regulation, or court order, the receiving Party shall give the disclosing Party prompt, written notice and, to the extent practical and consistent with the receiving Party’s legal obligations (Aas determined in good faith by counsel to the receiving Party) Each party agrees withhold disclosure to allow the disclosing Party to take whatever action it reasonably deems necessary to protect its Confidential Information. In the event that at all times during and after (i) no protective order or other remedy is obtained, or (ii) the disclosing Party waives compliance with the terms of this AgreementArticle 9 (Confidential Information), it shall useor (iii) in the good faith opinion of counsel to the receiving Party, handledisclosure of the disclosing Party’s Confidential information can or should not be withheld to allow (i) or (ii) above, collect, maintain, and safeguard then in each case the receiving Party will furnish only that portion of the Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting which receiving Party is advised by counsel is legally required. Notwithstanding the foregoing, the Receiving receiving Party shall apply to any may disclose the disclosing Party’s Confidential Information at least to the same degree of reasonable care used for its own confidential extent that such: a) is disclosed to governmental or other regulatory agencies in order to obtain and/or maintain patents pursuant to and proprietary information in accordance with Article 12 (Intellectual Property) or to avoid unauthorized disclosure gain or use of Confidential Information maintain Regulatory Approvals in accordance with a Party’s rights to do so under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains , but such disclosure, in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewitheach case, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information only be to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted obtain and/or maintain patents or required by law or approved in writing by the Disclosing party, which approval Regulatory Approvals and reasonable measures shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed taken to civil or criminal liability or proceedings for failure to release assure confidential treatment of such information; (3b) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing is deemed reasonably necessary by a Party to protect all proprietary rights be disclosed to agents, consultants, Sublicensees and/or other Third Parties for the research, development, manufacturing and/or marketing of Products (or for such entities to determine their interest in any Confidential Informationentering into applicable agreements to perform such activities with or for such Party) in accordance with this Agreement provided such Third Parties agree to be bound by confidentiality and non-use provisions no less stringent that those contained in this Agreement for terms of not less than […***…] years; or c) is deemed necessary by counsel to the receiving Party to be disclosed to (1) such Party’s directors, attorneys, auditors and advisors for the sole purpose of enabling such parties to provide advice to the receiving Party, or (2) to […***…], provided such Third Parties agree to be bound by confidentiality and non-use provisions no less stringent that those contained in this Agreement for terms of not less than […***…] years; or d) is required to be disclosed by the receiving Party defend or prosecute litigation pursuant to and in accordance with Article 12 (Intellectual Property), provided that the receiving Party provides prior notice of such disclosure to the other Party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure; or e) is required to be disclosed by the receiving Party to comply with applicable Laws including disclosure required by the U.S. Securities and Exchange Commission, subject to the second paragraph above and Section 9.3.

Treatment of Confidential Information. During the Term and for [***] (A[***]) Each party agrees that at all times during [***] thereafter, each Party shall maintain Confidential Information of the other Party in confidence, and after the terms shall not disclose, divulge, or otherwise communicate such Confidential Information to others or use it for any purpose other than in performance of its obligations or exercise of its rights pursuant to this Agreement, it shall use, handle, collect, maintain, and safeguard except that each Party may disclose such Confidential Information in accordance with to its agents, directors, officers, employees, consultants, subcontractors, Affiliates and advisors (1collectively, “Agents”) under written obligations of confidentiality at least as stringent as the confidentiality provisions set forth in this Article IX and non-disclosure requirements with a need to know such information to perform such obligations or exercise such rights on behalf of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving disclosing Party. Each Party shall apply to any Confidential Information exercise efforts that are at least the same degree of reasonable care as diligent as those generally used for by such Party in protecting its own confidential and proprietary information (but no less Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to avoid the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. than reasonable efforts), to prevent and restrain the unauthorized disclosure or use of such Confidential Information by any of its Agents. Each Party will be responsible for a breach of this Article IX by its Agents. For clarity, either Party may disclose Confidential Information of the other Party (a) to Regulatory Authorities, to the extent necessary to obtain or maintain INDs or Regulatory Approvals for any Licensed Product as permitted under this Agreement. ; (Cb) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreementto outside consultants, scientific advisory boards, managed care organizations, and consistent therewithnon-clinical and clinical investigators (in each case, may disclose or provide access to its responsible employees or agents who have a need to know and other than ROCHE Entities which are under adequate confidentiality agreements or arrangements and make copies of Confidential Information not then Affiliates hereunder) to the extent reasonably necessary to carry out its Research, Develop or Commercialize any Collaboration Compound or Licensed Product, provided that such Party shall obtain confidentiality obligations from such Third Parties at least as stringent as the confidentiality provisions set forth in this ARTICLE IX; and (c) to the extent necessary to prosecute and enforce ROCHE Patent Rights, SYNTA Patent Rights or Joint Patent Rights; in each of the foregoing cases, solely to the extent applicable to such Party’s activities under this Agreement; (2) Notwithstanding the foregoing. For clarity, the Receiving Party ROCHE may release disclose Confidential Information of SYNTA to Chugai, solely to the extent necessary for Chugai to be able to determine whether to Develop or Commercialize any Licensed Compound or Licensed Product on ROCHE’s behalf hereunder, provided that ROCHE shall obtain confidentiality obligations from Chugai at least as permitted or required by law or approved stringent as the confidentiality provisions set forth in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationthis ARTICLE IX.

Treatment of Confidential Information. (Aa) Subject to Section 15.1, each of the Seller Parties, on the one hand, and Buyer on the other hand acknowledges that it has or may have had in the past, currently has and in the future may have access to Confidential Information of Buyer and the Sellers, respectively. Each party of the Seller Parties and Buyer agrees that at it will keep confidential all times during such Confidential Information furnished to it and, except with the specific prior written consent of the other Party (meaning, with respect to the Seller Parties, Buyer, and after with respect to Buyer, the terms Seller Parties), will not disclose such Confidential Information to any Person except Representatives of such Party, provided that these Representatives (other than counsel) agree to the confidentiality provisions of this AgreementSection 13.1; provided, it however, that Confidential Information shall usenot include such information as (i) becomes known to the public generally through no fault of the party receiving the Confidential Information (ii) is required to be disclosed by law or the order of any Governmental Authority provided, handlethat prior to disclosing any information pursuant to this clause (ii), collecta Party shall, maintainif practicable, give prior written notice thereof to the other Party and provide the other Party with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes is required to be disclosed in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Party of the provisions of this Section 13.1 with respect to any Confidential Information, the other Party shall be entitled to an injunction restraining such Party from disclosing, in whole or in part that Confidential Information. Nothing herein shall be construed as prohibiting a Party from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. (b) Because of the difficulty of measuring economic losses as a result of the breach of the covenants in Section 13.1(a), above, and safeguard Confidential Information in accordance with because of the immediate and irreparable damage that would be caused to a Party as a result of such breach for which it would have no other adequate remedy, each of the Parties agrees that a Party may enforce the provisions of Section 13.1(a) by injunctions and restraining orders against any Party which breaches any of those provisions. (1c) The obligations of the confidentiality and non-disclosure requirements Parties under this Section 13.1 shall survive the termination of this Agreement; (2) the GLB Actprovided, as applicable and as it may be amended; and (3) such other Applicable Lawhowever, whether in effect now or in the future. (B) Without limiting that notwithstanding the foregoing, the Receiving Party rights of the Seller Parties under Section 13.1, above, shall apply to any Confidential Information at least terminate upon the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this AgreementClosing. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. During the Term and for five (A5) Each party agrees that at all times during and after years thereafter, each Party shall maintain Confidential Information (as defined in Section 8.2) of the terms of this Agreement, it shall use, handle, collect, maintainother Party in confidence, and safeguard shall not (a) disclose, divulge or otherwise communicate such Confidential Information in accordance with of the other Party (1) the confidentiality except to agents, directors, officers, employees, consultants, subcontractors, licensees, sublicensees, partners, Affiliates and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents advisors who have a need to know and such Confidential Information to perform obligations or exercise rights on behalf of such Party (collectively, “Agents”) that are under adequate written obligations of confidentiality agreements no less stringent than those set forth in this ARTICLE VIII) or arrangements and make copies of (b) use such Confidential Information of the other Party for any purpose other than in connection with the Development, Manufacture, use or Commercialization of Compounds or Products pursuant to this Agreement or otherwise to accomplish the purposes of this Agreement, including exercising its rights or performing its obligations hereunder. Each Party shall exercise Commercially Reasonable Efforts to prevent and restrain the unauthorized disclosure of such Confidential Information by any of its Agents, which efforts shall be at least as diligent as those generally used by such Party in protecting its own confidential and proprietary information, and in any event no less than reasonable efforts. Each Party will be responsible for any breach of this ARTICLE VIII by its Agents. Either receiving Party may disclose Confidential Information of the disclosing Party (including the existence and terms of this Agreement) (i) to Governmental Authorities in order to comply with applicable Laws, respond to inquiries, requests or investigations by Governmental Authorities, including filing, prosecuting or maintaining Patent Rights and filings with Regulatory Authorities, in each case as permitted by this Agreement; (ii) to comply with the regulations or requirements of any stock exchange; (iii) to the extent reasonably necessary in order to carry defend or prosecute litigation; and (iv) to potential and actual bona fide investors, Acquirors and other financial or commercial partners solely for the purpose of evaluating or carrying out its an actual or potential investment, Change of Control or collaboration; provided that the receiving Party shall (x) promptly provide prior notice of such disclosure to the disclosing Party and use Commercially Reasonable Efforts to avoid or minimize the degree of such disclosure, (y) use reasonable efforts to secure confidential treatment of such Confidential Information, and (z) obtain the same written confidentiality obligations under this Agreement; (2) Notwithstanding from any Third Parties to which it discloses the foregoing, the Receiving Party may release Confidential Information of the disclosing Party as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed it obtains with respect to civil or criminal liability or proceedings for failure to release such its own similar types of confidential information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationevent such obligations shall be no less stringent than those set forth in this ARTICLE VIII.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the The Receiving Party shall apply to ------------------------------------- treat any Confidential Information with at least the same degree of reasonable care used regarding its secrecy and confidentiality as the Receiving Party's similar information is treated within the Receiving Party's organization. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to third parties (except as stated hereinafter) nor use it for its own confidential and proprietary information to avoid unauthorized any purpose other than the negotiation or performance of this Agreement, without the express prior written consent of the Disclosing Party. The Receiving Party further agrees that it shall restrict disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees thatas follows: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information 34.2.1 Disclosure shall be restricted solely for to its agents as may be necessary to enforce the purposes terms of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or after advising those agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its their obligations under this Agreement;Section 34.2. (2) Notwithstanding 34.2.2 In the foregoingevent that the Receiving Party is requested, pursuant to or as required by applicable Law or by legal process, to disclose any Confidential Information, the Receiving Party may release Confidential Information as permitted shall provide the Disclosing Party with prompt notice of such request or required by law requirement in order to enable Disclosing Party to seek an appropriate protective order or approved in writing other remedy and to consult with Disclosing Party with respect to Disclosing Party taking steps to resist or narrow the scope of such request or legal process. The Receiving Party agrees not to oppose any action by the Disclosing partyParty to obtain a protective order or other appropriate remedy. In the absence of such protective order, which approval shall not be unreasonably withheld and may not be withheld where provided that the Receiving Party may be exposed is advised by its counsel that it is compelled to civil or criminal liability or proceedings for failure to release such information;disclose the Confidential Information, the Receiving Party shall: (3i) Additionally, Ultimus may provide furnish only that portion of the Confidential Information typically supplied in which the investment company industry to companies that track or report price, performance or other information regarding investment companiesReceiving Party is advised by counsel is legally required; and (4ii) The Receiving Party will immediately notify use its commercially reasonable best efforts, at the expense of the Disclosing Party of any unauthorized disclosure or useParty, and to ensure that all Confidential Information so disclosed will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationbe accorded confidential treatment.

Treatment of Confidential Information. (Aa) Each party agrees that at The Parties shall not, and shall cause all times during and after the terms of other Persons providing or receiving Services or having access to Facilities hereunder not to, disclose to any other Person (except as expressly permitted herein), or access or use (except as necessary to discharge such Party’s obligations under this Agreement, it shall useand only for such purposes), handleany confidential information of the other Party (including technical data; business, collectfinancial and marketing plans; technology and product roadmaps; present and future product integration plans; information on strategic partnerships and alliances; information on customer, maintainvendor or supplier relationships; contracts and information on actual or pending contractual relationships; trade secrets; any written or recorded correspondence containing confidential information; and other technical and business information) (“Confidential Information”); provided, and safeguard however, that Confidential Information shall not include information (i) previously known by such Person from an unaffiliated third party on a nonconfidential basis prior to its disclosure; (ii) subsequently made public other than as a result of a disclosure in accordance with (1) the confidentiality and non-disclosure requirements breach of this Agreement; or (2iii) independently developed by such Person (without reference to the GLB Act, as applicable Confidential Information and as it may be amendedwithout using any information gained by such Person through GE and Xxxxx Hughes’s affiliation prior to the Trigger Date); and provided, further, that each Party may disclose Confidential Information of the other Party, to the extent permitted by applicable Law: (3A) to its Representatives and Affiliates on a need-to-know basis in connection with the performance of such other Applicable Law, whether in effect now or in the future. Party’s obligations under this Agreement; (B) Without limiting subject to the foregoingnext sentence, in any report, statement, testimony or other submission to any Governmental Authority having jurisdiction over the Receiving disclosing Party shall apply (excluding in all cases in respect of reporting requirements under the Securities Act and Exchange Act and with respect to any Party’s customary audit requirements); or (C) subject to the next sentence, in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party (to the extent legally permitted) shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at least such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its reasonable efforts in good faith (at such other Party’s expense) to obtain assurance that confidential treatment shall be accorded such Confidential Information. For the avoidance of doubt, the restrictions set forth in this ‎Section 10.03‎(a) with respect to the Confidential Information of the other Party shall not limit any confidentiality arrangement between the Parties granted by such other Party to the receiving Party pursuant to any separate written agreement between the Parties. 3 As an illustrative example: if the rate per unit of volume in Contract Year-1 was $1.00/unit and the volume in May of such year were to be 100 units and in June of such year were to be 150, the Service Charges for May and June of Contract Year-1 would be $100 and $150, respectively. In Contract Year-2, the only increase permitted as a result of a Service being performed by one or more subcontractors would be an increase to the rate per unit of volume of no more than 3% (based on the actual increase in costs resulting from the hiring or engagement of such subcontractor(s)) to no more than $1.03/unit. Therefore, if the volume in May of Contract Year-2 were to be 50 units and in June of Contract Year-2 were to be 200 units, the Service Charge for such particular Service in May of Contract Year-2 could be no more than $51.50 (that is up to $1.03 /unit * 50 units) and in June of Contract Year-2 could be no more than $206 (that is up to $1.03/unit * 200 units). [THIS FOOTNOTE IS INTENTIONALLY INCLUDED IN EXECUTED AGREEMENT.] (b) Each Party shall, and shall cause its Representatives to, protect the Confidential Information of the other Party by using the same degree of reasonable care used for to prevent the unauthorized disclosure of such Confidential Information as the Party uses to protect its own confidential information of a like nature, and proprietary information in no event less than commercially reasonable care. (c) Each Party shall cause its Representatives to avoid unauthorized comply with the same restrictions on access, use and disclosure or use of Confidential Information as bind such Party in advance of the disclosure of any such Confidential Information to such Representatives. Each Party shall be responsible for any failure by its Representatives to comply with the restrictions on access, use and disclosure of Confidential Information contained herein. (d) Each Party shall comply with the terms and conditions of Schedule I hereto and all applicable Laws (including state, federal and foreign privacy and data protection laws) that are or that may in the future be applicable to the provision of Services hereunder. (e) Notwithstanding anything herein to the contrary, to the extent that Provider maintains or administers any IT networks or infrastructure (including, without limitation, email services or databases) on behalf of Recipient under this Agreement. , the content of any data transmitted or stored on such IT networks or infrastructure (Cincluding, without limitation, the emails retained by such email services and the content of such databases) Each party further agrees that: (1) The Receiving Party will hold all shall be deemed Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely Recipient for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information (subject to the extent reasonably necessary to carry out its obligations under this Agreement; (2) provisos set forth in ‎Section 10.03‎(a)). Notwithstanding the foregoing, nothing herein shall obligate Provider to maintain the Receiving Party confidentiality of any IT networks or infrastructure maintained and administered by a third-party; provided, that Provider shall reasonably enforce any rights it may release have (at the expense of Recipient) under agreements with any applicable third-party for disclosure of Confidential Information as permitted of Recipient on such third-party’s IT network or required by law or approved infrastructure in writing by violation hereof; provided that the Disclosing party, which approval foregoing shall not be unreasonably withheld require Provider to commence or participate in any action, suit, arbitration or proceeding by or before any Governmental Authority, including any such action to seek equitable relief; provided that notwithstanding the foregoing proviso, Provider shall reasonably cooperate and may assist Recipient in any action, suit, arbitration or proceeding by or before any Governmental Authority brought by Recipient against any such applicable third-party related to the matters contemplated by this Section 10.3(e), including any such action to seek equitable relief; provided, that cooperation and assistance shall not be withheld where the Receiving Party may be exposed require Provider or any of its Affiliates to civil incur any non de minimis (individually or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track aggregate) fees, costs, expenses or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationliabilities.

Treatment of Confidential Information. (Aa) Each party agrees The Parties shall not, and shall cause their respective Affiliates and all other Persons providing Services or having access to information of the other Party that at all times during and after the terms is known to such Party as confidential or proprietary (“Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, it shall use, handle, collect, maintain, and safeguard any Confidential Information of the other Party; provided, however, that each Party may disclose Confidential Information of the other Party and to the extent permitted by applicable law: (i) to its Affiliates on a need-to-know basis in accordance connection with (1) the confidentiality and non-disclosure requirements performance of such Party’s obligations under this Agreement; (2ii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the GLB Actdisclosing Party; or (iii) in order to comply with applicable law, as applicable and as it may be amended; and or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (3based on advice of counsel) by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Applicable LawParty’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, whether in effect now including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or in other similar remedy is not obtained, the futuredisclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information. (Bb) Without limiting Each Party shall, and shall cause its Affiliates to protect the foregoing, the Receiving Party shall apply to any Confidential Information at least of the other Party by using the same degree of reasonable care used for to prevent the unauthorized disclosure of such as the Party uses to protect its own confidential information of a like nature but in any event not less than reasonable means. (c) Each Party shall cause its Affiliates to agree to be bound by the same restrictions on use and proprietary information to avoid unauthorized disclosure or use of Confidential Information as are binding upon such Party in advance of the disclosure of any such Confidential Information to them. (d) Each Party shall comply with all applicable state, federal and foreign privacy and data protection laws that are or that may in the future be applicable to the provision of Services under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (Aa) The Parties shall not, and shall cause all other persons providing Pennsylvania Services or having access to information of the other Party that is known to such Party as confidential or proprietary (other than information that (i) is or becomes generally available to the public, other than as a result of a disclosure by the disclosing Party not otherwise permissible hereunder, (ii) the disclosing Party can demonstrate was or became available to the disclosing Party from a source other than the other Party or (iii) is developed independently by the disclosing Party without reference to the other confidential information of the other Party) (collectively, “Confidential Information”) not to, directly or indirectly, disclose, reveal, divulge or communicate to any third parties, any such Confidential Information of the other Party, except as permitted by applicable law or agreement of the Parties. (b) Each party agrees that at Party will process all times during personal data relating to the employees, customers, contractors and after suppliers of the terms Parties (“Personal Data”) it processes on behalf of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information the other Party in accordance with (1) all applicable Laws and the confidentiality other Party’s reasonable requests with respect to protecting Personal Data, including but not limited to: restricting employee and non-disclosure requirements of this Agreement; (2) agent/subcontractor access to Personal Data, following the GLB Actother Party’s instructions in connection with processing Personal Data, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply not disclosing Personal Data to any Confidential Information third party without the other Party’s written permission, applying appropriate security measures to protect Personal Data, and deleting any Personal Data in its possession or control at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure expiry or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes termination of this Agreement unless otherwise agreed between the Parties. In the event of any unauthorized, unlawful, and/or unintended processing, access, disclosure, exposure, alteration, loss, or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies destruction of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoingPersonal Data, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving applicable Party will immediately notify the Disclosing other Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party other Party’s reasonable requests to protect all proprietary rights in any Confidential Informationinvestigate and remediate such incident and provide appropriate response and redress.

Treatment of Confidential Information. The parties agree that […***…], a party receiving Confidential Information of the other party will (Aa) Each maintain in confidence such Confidential Information to the same extent such party maintains its own proprietary information; (b) not disclose such Confidential Information to any Third Party without prior written consent of the other party; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a party is required by law, regulation or court order to disclose Confidential Information of the other party, the party required to make such disclosure shall (i) limit the same to the minimum required to comply with the law or court order, (ii) use reasonable efforts to attempt to seek confidential treatment for that disclosure, and (iii) prior to making such disclosure that party shall send a copy of the order or notice to the other party, not later than […***…] (or such shorter period of time as may be reasonably practicable under the circumstances) before the disclosure and reasonably cooperate with the other party in order to allow that other party to comment and/or to obtain a protective or other order, including extensions of time and the like, with respect to such disclosure. In addition, a party may disclose Confidential Information of the other party to employees or consultants, to Affiliates, Sublicensees and potential Sublicensees (in the case of Licensee), or to other Third Parties in connection with due diligence or similar investigations by such Third Parties or potential Third Party investors in confidential financing documents, provided, in each case, that any such employee, consultant, Affiliate, Sublicensee, potential Sublicensee or other Third Party agrees that at all times during and after the in writing to be bound by terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of use at least as stringent as those set forth in this Section 11, but with no further right to disclose or otherwise distribute the other party’s Confidential Information. Notwithstanding anything to the contrary in this Agreement; (2) , TSRI has the GLB Actright to disclose Licensee’s Confidential Information to an organization to whom TSRI will or intends to assign or transfer this Agreement or the payment obligations due to TSRI under this Agreement for monetization purposes, as applicable and as it may provided that such organization agrees in writing to be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply bound by terms of confidentiality with respect to any Licensee’s Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for protective as those set forth in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential InformationSection 11.1.

Treatment of Confidential Information. (Aa) Each party agrees The Parties shall not, and shall cause their respective Representatives and all other Persons providing Services or having access to information of the other Party that at all times during and after the terms is known to such Party as confidential or proprietary (“Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, it shall use, handle, collect, maintain, and safeguard any Confidential Information of the other Party; provided, however, that each Party may disclose Confidential Information of the other Party and to the extent permitted by applicable Law: (i) to its Representatives on a need-to-know basis in accordance connection with (1) the confidentiality and non-disclosure requirements performance of such Party’s obligations under this Agreement; (2ii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the GLB Actdisclosing Party; or (iii) in order to comply with applicable Law, as applicable and as it may be amended; and or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (3based on advice of counsel) by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Applicable LawParty’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, whether in effect now including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or in other similar remedy is not obtained, the futuredisclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information. (Bb) Without limiting Each Party shall, and shall cause its Representatives to protect the foregoing, the Receiving Party shall apply to any Confidential Information at least of the other Party by using the same degree of reasonable care used for to prevent the unauthorized disclosure of such as the Party uses to protect its own confidential information of a like nature but in any event not less than reasonable means. (c) Each Party shall cause its Representatives to agree to be bound by the same restrictions on use and proprietary information to avoid unauthorized disclosure or use of Confidential Information as are binding upon such Party in advance of the disclosure of any such Confidential Information to them. (d) The restrictions set forth in Sections 10.03(a) and (b) shall not prevent either Party from disclosing Confidential Information which belongs to that Party or (a) is in or enters the public domain without breach of this Agreement or any Ancillary Agreement, (b) the receiving Party was lawfully and demonstrably in possession of prior to first receiving it from the disclosing Party, (c) the receiving Party can demonstrate was developed by the receiving Party independently and without use of or reference to the disclosing Party’s Confidential Information, (d) the receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation, or (e) is approved by the other Party for disclosure. (e) Each Party shall comply with all applicable state, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of Services under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees The Parties agree that at all times during and after the terms term of this Agreement, it and for a period of five (5) years after expiration or termination of this Agreement, a Party receiving Confidential Information of the other Party will (a) maintain in confidence such Confidential Information to the same extent such Party maintains its own proprietary information; (b) not disclose such Confidential Information to any third party without prior written consent of the other Party; and (c) not use such Confidential Information for any purposes except those permitted by this Agreement; provided further, that TSRI shall useonly disclose Confidential Information of Licensee to a TSRI trustee, handledirector, collectofficer, maintainfaculty member, or other employee on a need to know basis, and safeguard shall make such disclosure of such Confidential Information only to the extent necessary to satisfy such need to know. Notwithstanding the foregoing, if a Party is required by law, regulation or court order to disclose Confidential Information of the other Party, the Party required to make such disclosure shall (i) promptly send a copy of the order or notice to the other Party not later than ten (10) days before the proposed disclosure or such shorter period of time as may be reasonably practical under the circumstances; (ii) cooperate with the other Party if the other Party wishes to object or condition such disclosure through a protective order or otherwise; (iii) limit the extent of such disclosure to the minimum required to comply with the order or notice; and (iv) use reasonable efforts to seek confidential treatment (i.e., filing “under seal”) for that disclosure. In addition, Licensee may disclose Confidential Information of TSRI: (A) to its Affiliates and employees, to Sublicensees and potential Sublicensees (in accordance with (1) the case of Licensee), provided, in each case, that any such Affiliate, employee, Sublicensee, or potential Sublicensee agrees in writing to be bound by terms of confidentiality and non-disclosure requirements of use at least as stringent as those set forth in this Agreement; (2) the GLB Act, as applicable and as it may be amendedSection 11; and (3B) such on a confidential basis to other Applicable Law, whether third parties who are investors or potential investors in effect now connection with due diligence or similar investigations or in confidential financing documents. In each of the future. cases described in clauses (A) and (B) Without limiting the foregoingabove, the Receiving Party shall apply to any recipient of TSRI’s Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information shall have no further right to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of distribute such Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party any person outside of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationrecipient’s organization.

Treatment of Confidential Information. (A) Each The receiving party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains keep in strictest confidence and will use and permit use of trust all Confidential Information of the disclosing party and shall not (a) except as expressly provided herein, disclose any such Confidential Information to any other entity or person other than a recipient’s Representatives or (b) use such Confidential Information except and solely for the purposes performance of each party’s respective obligations hereunder. The receiving party will not use any Confidential Information of the disclosing party for any purpose not expressly permitted by this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may will disclose or provide access the Confidential Information of the disclosing party only to its responsible employees or agents the receiving party’s Representatives who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of such Confidential Information for purposes of this Agreement and only after the receiving party has notified such Representatives that such information is the Confidential Information of the disclosing party. The receiving party shall use at least the same care and discretion to avoid disclosure of the extent reasonably necessary disclosing party’s Confidential Information as it uses with its own similar Confidential Information, and in no event with less than reasonable care. The obligations of the parties pursuant to carry out its obligations under this Agreement; Agreement shall terminate on that date which is two (2) Notwithstanding years after the foregoingdate of this Agreement. “Confidential Information” does not include information that demonstrably (a) is or becomes generally available to the public other than as a result of a disclosure by the receiving party, (b) was possessed by the receiving party prior to being furnished by the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with, or other obligation of confidentiality to, the Receiving Party may release disclosing party or any other party with respect to such information, (c) is independently developed by the receiving party without use of or reference to the Confidential Information as permitted of the disclosing party and without breach of this Agreement or required by law or approved in writing (d) becomes available to the receiving party from a source other than the disclosing party, provided that such source is not known by the Disclosing partyreceiving party to be bound by a confidentiality agreement with, which approval or other obligation of confidentiality to, the disclosing party or any other party with respect to such information. Further, it shall not be unreasonably withheld and may not be withheld a violation of Section 9.2 for a party to disclose Confidential Information of the other party in response to a subpoena or other legal process served upon the receiving party or where applicable Law requires the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release disclosure of such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in provided that, if not prohibited under applicable law, the investment company industry receiving party gives reasonable prior written notice to companies the disclosing party sufficient to permit the disclosing party to seek a protective order if it so chooses and discloses only that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party that is legally required to protect all proprietary rights in any Confidential Informationbe disclosed.

Treatment of Confidential Information. (A) Each party agrees that at Except as otherwise contemplated by this Agreement or any Transaction Agreement and to the extent permitted or required to implement the transactions contemplated by this Agreement and the other Transaction Agreements, the Ceding Company will keep confidential and will not use or disclose, and will take all times during reasonable steps to ensure its Representatives do not use or disclose, the Administrator’s Confidential Information, and after the Administrator will keep confidential and will not use or disclose, and will take all reasonable steps to ensure its Representatives do not use or disclose, the Ceding Company’s Confidential Information, and the Parties will each keep confidential and will not use or disclose terms and conditions of this Agreement, it shall useincluding the Exhibits and Schedules hereto, handlein each case, collectexcept (a) to the disclosing Party’s Representatives, maintainauditors or ratings agencies; provided, that such Representatives, auditors or ratings agencies are 47182505.8 32 1006845735v24 made aware of the provisions of this Section 16.11, (b) to the extent that the information has been made public by or on behalf of, or with the prior consent of, the non-disclosing Party, (c) if required in connection with any report required to be filed or submitted with any Governmental Entity, (d) as may be required to be disclosed in the financial statements of such Party or any of its Affiliates, (e) as may be required in connection with any dispute resolution proceeding between the Parties in respect hereof; (f) if the information is independently developed by the receiving Party, its Affiliates or any of its Representatives without use or access to the disclosing Party’s Confidential Information, or (g) if the information is rightfully obtained by the receiving Party from a third party without, to the knowledge of the receiving Party, breach by such third party of a duty of confidentiality of any nature to the disclosing Party. The Administrator agrees to hold all personal information about proposed, current, and safeguard Confidential Information former Policyholders, applicants and beneficiaries of the Reinsured Policies in confidence in accordance with (1) applicable Law and the confidentiality Administrator’s privacy policy or policies and non-disclosure requirements shall establish and maintain safeguards against the unauthorized access, destruction, loss or alteration of this Agreement; (2) such information which are no less rigorous than those maintained by the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used Administrator for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreementa similar nature. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, with the consent of the Trust not unreasonably withheld, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible officers, directors, trustees, employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this AgreementAgreement and are under adequate confidentiality agreements or arrangements; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law law, regulation, court process, or in connection with any regulatory examination or inquiry, or approved in writing by the Disclosing partyParty, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately promptly notify the Disclosing Party of any unauthorized disclosure or use, use and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.. Ultimus Master Services Agreement November 1, 2024 Page 13 of 17

Treatment of Confidential Information. (Aa) Each party IA agrees that at all times during and after any such Confidential Information disclosed to the terms IA shall be used only in connection with the legitimate purposes of this Agreement, it shall use, handle, collect, maintainbe disclosed only to those who have a need to know it, and safeguard shall be safeguarded with the same care normally afforded such Confidential Information in accordance with the possession, custody or control of IA, provided, however, that such care shall be no less than reasonable care necessary to safeguard the Confidential Information. (1b) The Receiving Party agrees (i) to hold the confidentiality Disclosing Party's Confidential Information in strict confidence and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amendedto take reasonable precautions to protect such Confidential Information; and (3ii) such other Applicable Law, whether in effect now not to divulge Confidential Information or information derived therefrom to any third party unless required in the future. (B) Without limiting the foregoing, performance of the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information Party's duties under this Agreement. (Cc) Each party further agrees that: (1) The confidential obligations contained in this Section 8 shall be perpetual. The Receiving Party will hold all may make disclosures to its agents or representatives, including its consultants, auditors or lawyers, provided such recipient undertakes to protect the Confidential Information in the same manner as it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations is protected under this Agreement; (2) Notwithstanding the foregoing, the . The Receiving Party may release Confidential Information also make disclosures as permitted or required by law or approved in writing by a court order or subpoena, provided Receiving Party allows the Disclosing partyParty an opportunity to obtain a protective order, which approval should the Disclosing Party wish to do so. (d) The confidentiality obligations of this Section 8 shall not be unreasonably withheld and may not be withheld where apply to information which: (i) is or becomes publicly known by Receiving Party without breach of this Agreement; (ii) is learned by the Receiving Party may be exposed to civil from third party; or criminal liability or proceedings for failure to release such information; (3iii) Additionally, Ultimus may provide Confidential Information typically supplied in is rightfully obtained by the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party prior to protect all proprietary rights in any Confidential Informationthis Agreement.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended, the CPRA and the CCPA; and (3) such other Applicable Law, whether in effect now or in the future.. CIM Real Assets & Credit Fund Ultimus Master Services Agreement (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents (including, in the case of the Fund, any investment adviser or sub- adviser to the Fund and employees and agents of such investment adviser or sub- adviser or their respective affiliates) who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as (i) permitted or required by law provided that, unless prohibited by law, the Receiving Party shall promptly notify the Disclosing Party of such pending release so that the Disclosing Party, may seek, at its expense, a protective order, an order to enjoin such release or any other similar measures(s), it being agreed that the Receiving Party shall provide reasonable assistance to the Disclosing Party, at the expense of the Disclosing Party, if it endeavors to take any of the actions described in the preceding clause and (ii) approved in writing by the Disclosing partyParty, which approval shall not be unreasonably withheld or delayed and may not be withheld where the Receiving Party has been advised by counsel of national repute that it may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companiescompanies so long as, in each case, the identity of the Fund is anonymized; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, use and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement.information, and in no event less than a commercially reasonable standard of (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing partyParty, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and, so long as the information is anonymized (i.e., the Fund’s name is not used in, or provided with, such Confidential Information); (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, use and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information; and (5) The Receiving Party shall be responsible for any disclosure of Confidential Information by its agents, contractors, subcontractors, and licensees as if it was its own disclosure.

Treatment of Confidential Information. Each party recognizes the importance of the other's Confidential Information. In particular, each party recognizes and agrees that Confidential Information of the other is critical to their respective businesses and that neither party would enter into this Agreement without assurance that such information and the value thereof will be protected as provided in this Section 10.3 and elsewhere in this Agreement. Accordingly, each party agrees as follows: (A) Each each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold any and all Confidential Information it obtains in the strictest confidence and will use and permit the use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, (the "PERMITTED PURPOSES"); (B) each party may disclose or provide access to its responsible employees or agents who have a need to know employees, and are under adequate confidentiality agreements or arrangements and may make copies of of, Confidential Information only to the extent reasonably necessary to carry out the Permitted Purposes; (C) each party currently has, and in the future will maintain in effect and enforce, rules and policies to protect against access to, use or disclosure of Confidential Information other than in accordance with this Agreement, including, without limitation, written instruction to and agreements with employees and agents to ensure that such employees and agents protect the confidentiality of such Confidential Information. Each party will expressly instruct its obligations under employees and agents not to disclose Confidential Information to third parties, including, without limitation, customers, subcontractors or consultants, without the other's prior written consent; (D) each party, at its own expense, will take all steps, including, without limitation, the initiation and prosecution of actions at law or in equity, necessary or appropriate to prevent use or disclosure, and upon any unauthorized disclosure further unauthorized disclosure or use of which it becomes aware, of any Confidential Information received or obtained by it, except as expressly permitted by the terms of this Agreement; (2E) Notwithstanding neither party will make any use whatsoever at any time of the foregoingother's Confidential Information, the Receiving Party may release Confidential Information except as permitted or required by law or approved expressly authorized in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companiesthis Agreement; and (4F) The Receiving Party each party will immediately notify the Disclosing Party other immediately of any unauthorized disclosure or useuse of Confidential Information of which it becomes aware, and will cooperate with the Disclosing Party that party to protect all proprietary rights in any in, and ownership of, its Confidential Information.

Treatment of Confidential Information. (Aa) The Parties shall not, and shall cause all other persons providing Pennsylvania Services or having access to information of the other Party that is known to such Party as confidential or proprietary (other than information that (i) is or becomes generally available to the public, other than as a result of a disclosure by the disclosing Party not otherwise permissible hereunder, (ii) the disclosing Party can demonstrate was or became available to the disclosing Party from a source other than the other Party or (iii) is developed independently by the disclosing Party without reference to the other confidential information of the other Party) (collectively, “Confidential Information”) not to, directly or indirectly, disclose, reveal, divulge or communicate to any third parties, any such Confidential Information of the other Party, except as permitted by applicable law or agreement of the Parties. (b) Each party agrees that at Party will process all times during personal data relating to the employees, customers, contractors and after suppliers of the terms Parties (“Personal Data”) it processes on behalf of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information the other Party in accordance with (1) all applicable Laws and the confidentiality other Party’s reasonable requests with respect to protecting Personal Data, including but not limited to: restricting employee and non-disclosure requirements of this Agreement; (2) agent/subcontractor access to Personal Data, following the GLB Actother Party’s instructions in connection with processing Personal Data, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply not disclosing Personal Data to any Confidential Information third party without the other Party’s written permission, applying appropriate security measures to protect Personal Data, and deleting any Personal Data in its possession or control at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure expiry or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes termination of this Agreement unless otherwise agreed between the Parties. In the event of any unauthorized, unlawful, and/or unintended processing, access, disclosure, exposure, alteration, loss, or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies destruction of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoingPersonal Data, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving applicable Party will immediately notify the Disclosing other Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party other Party’s reasonable requests to protect all proprietary rights in any Confidential Information.investigate and remediate such incident and provide appropriate response and redress. PENNSYLVANIA OPERATING SERVICES AGREEMENT

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoingpreceding, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit the use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoingpreceding, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing partyParty, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance performance, or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party immediately of any unauthorized disclosure or use, and . It will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the The Receiving Party shall apply to treat any Confidential Information with at least the same degree of reasonable care used for regarding its own secrecy and confidentiality as the Receiving Party’s similar information is treated within the Receiving Party’s organization. The Receiving Party shall keep confidential and proprietary information not disclose the Confidential Information of the Disclosing Party to avoid unauthorized third parties (except as stated hereinafter) nor use it for any purpose other than the performance under this Agreement, without the express prior written consent of the Disclosing Party. The Receiving Party further agrees that it shall restrict disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees thatas follows: (1i) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information Disclosure shall be restricted solely for the purposes of this Agreement or to (A) its agents as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably be necessary to carry out perform its obligations under this Agreement;, (B) its Affiliates, shareholders, directors, officers, employees, advisors, NPC Lenders and Orni 16 Lenders (as the case may be), rating agencies, and representatives as necessary, (C) any Governmental Authority in connection with seeking any required Governmental Approval, (D) to the extent required by Applicable Law or as required by any stock exchange rules, and (E) potential assignees or transferees of this Agreement (together with their agents, advisors and representatives), as may be necessary in connection with any Transfer (which Transfer shall be in compliance with Article XVII), in each case after advising those Persons of their obligations under this Section 21.12. (2ii) Notwithstanding In the foregoingevent that the Receiving Party is required by Applicable Law to disclose any Confidential Information, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party with prompt notice of any unauthorized disclosure such request or use, requirement in order to enable the Disclosing Party to seek an appropriate protective order or other remedy and will cooperate to consult with the Disclosing Party with respect to protect all proprietary rights in the Disclosing Party taking steps to resist or narrow the scope of such request or legal process. The Receiving Party agrees not to oppose any action by the Disclosing Party to obtain a protective order or other appropriate remedy. In the absence of such protective order, and provided that the Receiving Party is advised by its counsel that it is compelled to disclose the Confidential Information, the Receiving Party shall: (A) furnish only that portion of the Confidential Information which the Receiving Party is advised by counsel is legally required; and (B) use its commercially reasonable efforts, at the expense of the Disclosing Party, to ensure that all Confidential Information so disclosed will be accorded confidential treatment. This Section 21.12(b)(ii) shall not apply to the disclosure of this Agreement in connection with seeking any Governmental Approval or complying with any stock exchange rules.

Treatment of Confidential Information. (A) Each party Party agrees that at all times during to retain in strict confidence and not to disclose, divulge or otherwise communicate to any other person or entity any Confidential Information of the other Party, whether received prior to or after the date hereof, and further agrees not to use any such Confidential Information for any purpose, except pursuant to, and in order to carry out, the terms and objectives of this Agreement, it shall use, handle, collect, maintain, and safeguard except that each Party may disclose Confidential Information of the other Party to the officers, directors, employees, agents, accountants, attorneys, consultants, subcontractors or other representatives of the receiving Party or its Affiliates (the “Representatives”), who, in accordance with each case, (1a) need to know such Confidential Information for purposes of the confidentiality implementation and non-disclosure requirements performance by the receiving Party of this Agreement; Agreement and (2b) will use the GLB Act, as applicable and Confidential Information only for such limited purposes. Each Party hereby agrees to use at least the same standard of care in complying with its confidentiality obligations hereunder as it may be amended; uses to protect its own Confidential Information of comparable sensitivity and (3) to exercise reasonable precautions to prevent and restrain the unauthorized disclosure of such other Applicable Law, whether Confidential Information by any of its Representatives. Each Party warrants that each of its Representatives to whom any Confidential Information is revealed shall previously have been informed of the confidential nature of the Confidential Information and shall have agreed to maintain its confidentiality under terms no less restrictive than those set forth in effect now or in the future. (B) this Article X. Without limiting the generality of any of the foregoing, the Receiving Party shall apply parties agree not to make any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under that would be reasonably likely to impair the Parties’ ability to obtain U.S. or foreign patents on any patentable invention or discovery described or otherwise embodied in such Confidential Information. The Confidential Information of each Party includes information from Third Parties disclosed by one Party to this Agreement to the other Party to this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, Uncommon Investment Funds TrustUltimus Amended and Restated ETF Master Services AgreementPage 12 of 16 as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality confidentially and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement.. EntrepreneurShares Series TrustTM Ultimus ETF Master Services Agreement (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality confidentially agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party Party recognizes the importance of the other’s Confidential Information. In particular, each Party recognizes and agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information of the other is critical to its respective businesses and that no Party would enter into this Agreement without assurance that such information and the value thereof shall be protected as provided in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB ActSection 4. Accordingly, each Party agrees as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future.follows: (Bi) Without limiting the foregoing, the Receiving Party shall apply to hold any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will shall use and permit the use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewiththe New Advisory Agreement, the New Sub-Advisory Agreement, any other Post-Closing EJMMF-Related Document or any Ancillary Closing Document (without limiting the foregoing, the Receiving Party shall use at least the same degree of care, but no less than reasonable care, to avoid disclosure or use of the Disclosing Party’s Confidential Information as the Receiving Party employs with respect to its own Confidential Information); (ii) the Receiving Party may disclose or provide access to its responsible employees directors, trustees, managers, officers, employees, agents or agents service providers who reasonably have a need to know and are under adequate confidentiality agreements or arrangements and may make copies of Confidential Information only to the extent reasonably necessary to carry out its obligations hereunder or under this the New Advisory Agreement; , the New Sub-Advisory Agreement, any other Post-Closing EJMMF-Related Document or any Ancillary Closing Document or conduct its business as contemplated hereby or thereby; (2iii) Notwithstanding the foregoing, the Receiving Party may release currently has, and in the future shall maintain in effect and enforce, rules and policies to protect against access to or use or disclosure of Confidential Information other than in accordance with this Agreement, the New Advisory Agreement, the New Sub-Advisory Agreement, any other Post-Closing EJMMF-Related Document or any Ancillary Closing Document, including written instruction to and agreements or other obligations with directors, trustees, managers, officers, employees, agents and service providers who are bound by an obligation of confidentiality no less stringent than as permitted or required by law or approved set forth in writing by this Agreement to ensure that such directors, trustees, managers, officers, employees, agents and service providers protect the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where confidentiality of Confidential Information; (iv) the Receiving Party may be exposed shall instruct its directors, trustees, managers, officers, employees, agents and service providers not to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide disclose Confidential Information typically supplied to third parties, including customers, subcontractors or consultants, without the Disclosing Party’s prior written consent, unless permitted 20 Exhibit 10.1 Execution Copy under (and disclosed in accordance with), or required by, this Agreement, the investment company industry to companies that track New Advisory Agreement, the New Sub-Advisory Agreement, any other Post-Closing EJMMF-Related Document, any Ancillary Closing Document or report priceapplicable law, performance rule or other information regarding investment companiesregulation; and and (4v) The the Receiving Party will immediately shall notify the Disclosing Party immediately of any unauthorized disclosure or use, and will shall reasonably cooperate with the Disclosing Party to protect protect, all proprietary rights in any and ownership of the Disclosing Party’s Confidential Information.. Notwithstanding any other provision of this Section 4, nothing in this Section 4 shall prohibit Federated and its Affiliates from using or disclosing any information regarding customers of Federated or its Affiliates (other than the EJMMF post-Closing) or any information relating to the services provided by, or business of, Federated and its Affiliates. Moreover, to the extent that any information regarding the EJMMF or Passport is the same as information of Federated or its Affiliates (other than Passport) or other funds sponsored or advised by Federated or its Affiliates (for example, and without limitation, credit research or the names of common securities held in multiple fund portfolios), then Federated and its Affiliates shall be able to use and disclose such information without restriction by this Section 4. 4.3

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information Information, except Customer Information, typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party may disclose or provide access only to its employees or agents who have a need to know and are party to adequate confidentiality Domini Investment Trust Ultimus Master Services Agreement January 10, 2020 Page 13 of 18 agreements or arrangements or otherwise have an obligation of confidentiality, and the Receiving Party or its employees may make copies of Confidential Information only to the extent reasonably necessary to carry out the obligations under this Agreement; and (5) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees The parties agree that at all times during and after the terms term of this Agreement, it shall useand for a period of [***] after this Agreement terminates, handle, collect, maintain, and safeguard each Receiving Party will (a) maintain in confidence such Confidential Information in accordance to the same extent such Receiving Party maintains its own Confidential Information, but with (1) the confidentiality and non-disclosure requirements no less than a reasonable degree of this Agreementcare; (2b) not disclose such Confidential Information to any third party without the GLB Act, as applicable and as it may be amendedDisclosing Party’s prior written consent; and (3c) not use such other Applicable Law, whether in effect now or in the future. (B) Without limiting Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a Receiving Party is required by law, regulation or court order to disclose Confidential Information of the Disclosing Party, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (Ci) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately promptly notify the Disclosing Party not less than [***] before the proposed disclosure (or such shorter period of any unauthorized disclosure or use, and will time as may be reasonably practical under the circumstances); (ii) reasonably cooperate with the Disclosing Party, at the Disclosing Party’s expense, to object or condition such disclosure through a protective order or otherwise; (iii) limit the extent of such disclosure to the minimum required to comply with the order or notice; and (iv) use commercially reasonable efforts to seek confidential treatment (i.e., filing “under seal”) for such required disclosure. In addition, a Receiving Party may disclose Confidential Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Information of the Disclosing Party to protect all proprietary rights its Affiliates, agents and employees, to Sublicensees and potential Sublicensees, to collaborators, investors or potential investors of a party in connection with due diligence or similar investigations or in confidential financing documents, and to professional advisors such as attorneys, accountants and insurers (collectively, “Representatives”), provided, in each case, that any such Representative agrees to be bound by terms of confidentiality and non-use at least as stringent as those set forth in this Section 10.1, but with no further right to disclose or otherwise distribute the Disclosing Party’s Confidential Information. Each Receiving Party shall be responsible for breach of this Article 10 by its Representatives.

Treatment of Confidential Information. (A) 2.1 Each party agrees that at all times during and after shall use the terms other party’s Confidential Information only for the purposes of this Agreement, it and not for its own or any third party’s benefit. Each party shall use, handle, collect, maintain, and safeguard maintain the confidentiality of the other party’s Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as same manner in which it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any protects its own Confidential Information at least of like kind, but in no event shall either party take less than reasonable precautions to prevent the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of the other party's Confidential Information. In addition, neither party shall make any unauthorized commercial use of the other party’s Confidential Information. 2.2 Except as expressly provided herein, each party is permitted to disclose the other party’s Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access only to its responsible employees or and agents who have a need to need-to-know and are under adequate confidentiality agreements or arrangements and make copies of the Confidential Information in order to assist that party in the extent reasonably necessary course of discussions with the other party; provided that: (a) the party advises each such employee or agent of the confidential nature of the other party’s Confidential Information; and (b) each such employee and agent has agreed to carry out its obligations under comply with the provisions of this Agreement;. Each party shall be and remain fully liable and responsible for its employees’ and/or agents’ unauthorized disclosure or use of the other party’s Confidential Information. (2) Notwithstanding 2.3 Each party is permitted to disclose the foregoing, the Receiving Party may release other party’s Confidential Information as permitted or legally required by law or approved in writing by response to a court order, subpoena, administrative proceeding and/or similar legal process; provided that it gives the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where other party reasonable notice of the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or userequest, and will cooperate with an opportunity to defend and/or attempt to limit or prevent the Disclosing Party to protect all proprietary rights in any disclosure of its Confidential Information. 2.4 The provisions of this Section 3 shall not apply to information that the receiving party can prove: (a) was in its possession prior to receipt or disclosure hereunder; (b) was or became public knowledge through no fault of the receiving party or any of its employees or agents; (c) was lawfully disclosed to the receiving party by a third party through no breach of any obligation of confidentiality owed to the disclosing party; or (d) was created by the receiving party independently of any access to or use of the disclosing party’s Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; Agreement and (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, use and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible officers, directors, trustees, employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this AgreementAgreement and are under adequate confidentiality agreements or arrangements; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law law, regulation, court process, or in connection with any regulatory examination or inquiry, or approved in writing by the Disclosing partyParty, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately promptly notify the Disclosing Party of any unauthorized disclosure or use, use and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future.. Ultimus Master Services Agreement (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, use and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party Party recognizes the importance of the other Party’s Confidential Information. In particular, each Party recognizes and agrees that at all times during the Confidential Information of the other is critical to their respective businesses and after that neither Party would enter into this Agreement without assurance that such information and the terms of value thereof will be protected as provided in this Section 13 (Confidentiality) and elsewhere in this Agreement. Accordingly, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with each Party agrees as follows: (1a) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold any and all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care, but no less than reasonable care, to avoid disclosure or use of this Confidential Information as otherwise provided for in this Agreement, and consistent therewith, the Receiving Party employs with respect to its own Confidential Information of a like importance; (b) the Receiving Party may disclose or provide access to its responsible employees or agents employees, agents, and consultants who have a need to know and are under adequate confidentiality agreements or arrangements and may make copies of Confidential Information only to the extent reasonably necessary to carry out its obligations under this Agreement; hereunder; and (2c) Notwithstanding the foregoing, the Receiving Party may release currently has, and in the future will maintain in effect and enforce, rules and policies to protect against access to or use or disclosure of Confidential Information as permitted other than in accordance with this Agreement, including without limitation written instruction to and agreements with employees, agents, or required consultants who are bound by law or approved an obligation of confidentiality no less restrictive than set forth in writing by this Agreement to ensure that such employees, agents, and consultants protect the Disclosing partyconfidentiality of Confidential Information, which approval shall not be unreasonably withheld including this Section 13 (Confidentiality) and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; Exhibit F (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) Acknowledgement and Confidentiality Agreement). The Receiving Party will immediately require its employees, agents, and consultants not to disclose Confidential Information to third-parties, including without limitation customers, subcontractors, or consultants, without the Disclosing Party’s prior written consent, will notify the Disclosing Party immediately of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any and ownership of its Confidential Information.

Treatment of Confidential Information. (A) Each party Party recognizes the importance of the other’s Confidential Information. In particular, each Party recognizes and agrees that at all times during the Confidential Information of the other is critical to their respective businesses and after that neither Party would enter into this Agreement without assurance that such information and the terms of value thereof shall be protected as provided in this Section 21 and elsewhere in this Agreement. Accordingly, it each Party agrees as follows: 21.1.1 Each Party shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) maintain the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Actother’s Confidential Information, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information using at least the same degree efforts as it uses to maintain the confidentiality of reasonable care used for its own confidential Confidential Information, and proprietary information to avoid unauthorized disclosure as otherwise required under applicable laws, rules or use of Confidential Information under this Agreement.regulations; (C) 21.1.2 Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will shall use and permit use of Confidential Information solely for the purposes of this Agreement; WellPoint — APAC Agreement or as otherwise provided for in this AgreementAugust 10, and consistent therewith, 2004 21.1.3 Each Party may disclose or provide access to Confidential Information to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and may make copies of Confidential Information only to the extent reasonably necessary to carry out its obligations under this Agreementhereunder; (2) Notwithstanding the foregoing, the Receiving 21.1.4 Each Party may release disclose or provide access to Confidential Information as permitted to its consultants, auditors, accountants, and attorneys if such consultants, auditors, accountants and attorneys have entered into confidentiality agreements with the Party covering such information or such consultants, auditors, accountants, and attorneys are otherwise required by law or approved in writing by to maintain the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release confidentiality of such information; (3) Additionally21.1.5 Each Party currently has, Ultimus may provide and in the future shall maintain in effect and enforce, rules and policies to protect against access to or use or disclosure of Confidential Information typically supplied other than in accordance with this Agreement, including without limitation written instruction to, and agreements with, employees and agents to ensure that such employees and agents protect the investment company industry confidentiality of Confidential Information. Each Party expressly shall instruct its employees and agents not to companies that track disclose Confidential Information to third parties, including without limitation customers, subcontractors or report pricecontractors, performance or other information regarding investment companieswithout the other’s prior written consent; and (4) The Receiving 21.1.6 Each Party will immediately shall notify the Disclosing Party other immediately of any unauthorized disclosure or use, and will shall cooperate with the Disclosing that Party to protect all proprietary rights in any and ownership of its Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the The Receiving Party shall apply to treat any Confidential Information with at least the same degree of reasonable care used for regarding its own secrecy and confidentiality as the Receiving Party’s similar information is treated within the Receiving Party’s organization. The Receiving Party shall keep confidential and proprietary information to avoid unauthorized disclosure or use of not disclose the Confidential Information under this Agreement. (C) Each party further agrees thatof the Disclosing Party to third Persons, nor use it for any purpose, without the express prior written consent of the Disclosing Party, except the Receiving Party is permitted to disclose Confidential Information without consent as follows: (1i) The Receiving Party will hold all Confidential Information it obtains in strictest confidence Disclosure shall be restricted solely to (A) its agents, consultants and will use and permit use of Confidential Information solely for the purposes of this Agreement or representatives as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably be necessary to carry out perform its obligations under this Agreement;, (B) its Affiliates, shareholders, directors, officers, employees, advisors, NVE Lenders, ON Line Lenders and GB Segment Lenders (as the case may be), rating agencies, and representatives as necessary, (C) any Governmental Authority in connection with seeking any PUCN Approval, FERC Approval or any other required Governmental Approval, (D) as required by Applicable Law or any stock exchange rules or, with respect to any information provided under Section 9.06, financial statements of the NVE Parties if any such information is aggregated with information of other Persons and (E) potential transferees of this Agreement, any Ownership Interests or any ownership interests in the Great Basin Segments (together with their agents, advisors and representatives), as may be necessary in connection with any Transfer (which Transfer shall be in compliance with Article XV) or in furtherance of the resolution of any Dispute pursuant to Article XIX, in each case after advising those Persons of their obligations under this Section 20.08. (2ii) Notwithstanding In the foregoingevent that the Receiving Party is requested or required by Applicable Law to disclose any Confidential Information, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party with prompt notice of any unauthorized disclosure such request or use, requirement in order to enable the Disclosing Party to seek an appropriate protective order or other remedy and will cooperate to consult with the Disclosing Party with respect to protect all proprietary rights the Transmission Use and Capacity Exchange Agreement Disclosing Party taking steps to resist or narrow the scope of such request or legal process. This Section 20.08(b)(ii) shall not apply to the disclosure of this Agreement in connection with any Confidential Informationdisclosure pursuant to Section 20.08(b)(i)(C) or to comply with any stock exchange rules.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoingfpreceding, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit the use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoingpreceding, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing partyParty, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party immediately of any unauthorized disclosure or use, and . It will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees The parties agree that at all times during and after the terms term of this Agreement, it and for a period of [***] after this Agreement terminates, a party receiving Confidential Information of the other party will (a) maintain in confidence such Confidential Information to the same extent such party maintains its own proprietary information; (b) not disclose such Confidential Information to any Third Party without prior written consent of the other party; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a party is required by law, regulation or court order to disclose Confidential Information of the other party, the party required to make such disclosure shall use, handle, collect, maintainlimit the same to the minimum required to comply with the law or court order, and safeguard shall use reasonable efforts to attempt to seek confidential treatment for that disclosure, and prior to making such disclosure that party shall notify the other party, not later than [***] days (or such shorter period of time as may be reasonably practicable under the circumstances) before the disclosure in order to allow that other party to comment and/or to obtain a protective or other order, including extensions of time and the like, with respect to such disclosure. In addition, a party may disclose Confidential Information of the other party to Affiliates, employees, or consultants, to Sublicensees and potential Sublicensees (in accordance the case of Licensee), or to other Third Parties in connection with (1) the due diligence or similar investigations by such Third Parties or potential Third Party investors in confidential financing documents, provided, in each case, that any such Affiliate, employee, consultant, Sublicensee, potential Sublicensee or other Third Party agrees in writing to be bound by terms of confidentiality and non-disclosure requirements of use at least as stringent to those set forth in this Agreement; (2) Section 11, but with no further right to disclose or otherwise distribute the GLB Actother party’s Confidential Information. Notwithstanding the above, as applicable and as it may be amended; and (3) either party has the right to disclose Confidential Information to an organization to whom such other Applicable Lawparty will or intends to assign or transfer this Agreement or, whether in effect now or in the future. (B) Without limiting the foregoingfor TSRI, the Receiving Party shall apply payment obligations due to any TSRI under this Agreement for monetization purposes, provided that such organization agrees in writing to be bound by terms of confidentiality with respect to the Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for protective as those set forth in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential InformationSection 11.1.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing partyParty, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately promptly notify the Disclosing Party of any unauthorized disclosure or use, use and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. Each Contract Party shall work towards and shall implement reasonable measures in order to ensure that confidential information shall be treated by it and the companies affiliated with it at the time according to the following provisions. 12.1 All information concerning the business unit of the other Contract Party, irrespective of the form in which it is embodied or saved (A) Each party agrees that at all times during and after in particular, data), shall be deemed to be confidential information. Information which shall not be deemed confidential is information: • which either was publicly known before the terms Consummation Date or was thereafter made public, unless the information was publicly disclosed in breach of this Agreement, agreement; • which the relevant Contract Party or companies affiliated with it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and received from a third party on a non-confidential basis, provided that the recipient, after making reasonable investigations, had no knowledge that the third party had disclosed such information in breach of statutory or contractual duties it owed to the other Contract Party or companies affiliated Companies with it; or • which the relevant Contract Party or companies affiliated with it developed independently of information from the other Contract Party or companies affiliated with it. 12.2 Confidential information shall be treated as strictly confidential and shall not be disclosed to third parties, irrespective of its form, unless this agreement expressly provides otherwise. Third parties within the meaning of § 12 are all persons who are not companies affiliated with the relevant Contract Party. Disclosure to an affiliated company shall only be permissible if an objectively justifiable reason exists for such disclosure. Disclosure to professional advisers who are under a professional or statutory duty of confidentiality is permissible. 12.3 All necessary and appropriate measures shall be taken to ensure that confidential information is protected from disclosure requirements to third persons, unless this agreement expressly provides otherwise. Confidential information shall not be used for one’s own purposes or for purposes of a third party, unless expressly provided otherwise. 12.4 All employees shall be instructed to comply with the provisions of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future§ 12. (B) Without limiting the foregoing, the Receiving Party shall 12.5 The limitations of § 12 do not apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary that the relevant Contract Party or a company affiliated with it has or may have a duty to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted disclose information to courts and authorities or is otherwise required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed stock exchange regulations to civil or criminal liability or proceedings for failure to release disclose such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party Party agrees that at all times during to retain in strict confidence and not to disclose, divulge or otherwise communicate to any Third Party any Confidential Information of the other Party, whether received prior to or after the Effective Date, and further agrees not to use any such Confidential Information for any purpose, except pursuant to, and in order to carry out, the terms and objectives of this Agreement, it shall use, handle, collect, maintain, and safeguard except that each Party may disclose Confidential Information of the other Party to the officers, directors, employees, agents, accountants, attorneys, consultants, subcontractors or other representatives of the receiving Party or its Affiliates (the “Representatives”), who, in accordance with each case, (1a) need to know such Confidential Information for purposes of the confidentiality implementation and non-disclosure requirements performance by the receiving Party of this Agreement; Agreement and (2b) will use the GLB Act, as applicable and Confidential Information only for such limited purposes. Each Party hereby agrees to use at least the same standard of care in complying with its confidentiality obligations hereunder as it may be amended; uses to protect its own Confidential Information of comparable sensitivity and (3) to exercise reasonable precautions to prevent and restrain the unauthorized disclosure of such other Applicable Law, whether Confidential Information by any of its Representatives. Each Party warrants that each of its Representatives to whom any Confidential Information is revealed shall previously have been informed of the confidential nature of the Confidential Information and shall have agreed to maintain its confidentiality under terms no less restrictive than those set forth in effect now or in the future. (B) this Article VIII. Without limiting the generality of any of the foregoing, the Receiving Party shall apply Parties agree not to make any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under that would be reasonably likely to impair the Parties’ ability to obtain U.S. or foreign patents on any patentable invention or discovery described or otherwise embodied in such Confidential Information. The Confidential Information of each Party includes information from Third Parties disclosed by one Party to this Agreement to the other Party to this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement;; Ultimus ETF Master Services Agreement (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing partyParty, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide other Confidential Information typically supplied in the investment company industry industry, provided that any such confidential information is provided in de-identified form to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1a) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will Ceding Company shall not use and permit use of Confidential Information solely any information regarding the Reinsured Policies, including information regarding the Contractholders, other than for the purposes of complying with its obligations under this Agreement or as otherwise provided for in this Agreementrequired by Applicable Law. (b) In connection with maintaining, administering, handling and transferring the data of the Contractholders and other recipients of benefits under the Reinsured Policies, each Party shall, and consistent therewithshall cause its Affiliates and representatives to, comply with all confidentiality and security obligations applicable to them in connection with the collection, use, disclosure, maintenance and transmission of any Personal Information, including the provisions of privacy policies under which such information was gathered and applicable Privacy and Security Laws. Each Party shall permit each other Party and its representatives, as well as Governmental Entities as required by Applicable Law, to audit such Party’s compliance herewith. Each Party agrees that Personal Information shall be disclosed only (i) as required by Applicable Law or a Governmental Entity, (ii) as required or appropriate to perform their respective duties and obligations hereunder or (iii) as otherwise agreed by the Parties. (c) If either Party discovers a breach or threatened breach of its security safeguards or measures that involves or may disclose reasonably be expected to involve unauthorized access to, disclosure of or provide access to its responsible employees use of, or agents who have a need material adverse effect on, Personal Information or would require a breach notification to know a Contractholder under Applicable Law (a “Security Incident”), such Party shall, at its own expense, (i) notify (both orally, if practicable, and are under adequate confidentiality agreements or arrangements in any event in writing) the other Party as promptly as reasonably practicable of said Security Incident, (ii) promptly (and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; in any event within two (2) Notwithstanding Business Days) investigate such Security Incident, (iii) promptly (and in any event within two (2) Business Days) take commercially reasonable steps to restore the foregoingsecurity of such Personal Information, notifying the Receiving other Party may release Confidential Information in writing with respect to such measures, (iv) deliver any required or requested notifications or other communications to third parties (including Contractholders) with respect to such Security Incident in a timely manner as permitted or required by law or approved in writing by the Disclosing partyApplicable Law, which approval shall not be unreasonably withheld (v) remedy any such Security Incident, including using best efforts to identify and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings address any root causes for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or useSecurity Incident, and will (vi) cooperate with the Disclosing other Party to protect all proprietary rights in and any Confidential InformationGovernmental Entity investigating such Security Incident.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companiesParty; and (43) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, use and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information. (D) Uxxxxxx shall not use the name of the Fund, its investment manager or any of their respective affiliates in any promotional, advertising or marketing materials.

Treatment of Confidential Information. Except as expressly provided in this Agreement (Asuch as, by way of illustration, in Section 6.4), neither GSK nor DIVERSA (the “Obligated Party”) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard use or reveal or disclose to Third Parties any Confidential Information in accordance with of the other Party (1) the confidentiality “Owning Party”), nor shall the Obligated Party use any Confidential Information of the Owning Party, without first obtaining the prior consent of the Owning Party. The foregoing non-use and non-disclosure requirements obligations shall not apply to Confidential Information of the Owning Party that the Obligated Party can prove by competent written evidence: (i) is or becomes in the public domain other than through the default of the Obligated Party or any of its Affiliates or any of their permitted recipients of such Confidential Information, (ii) is already legitimately in the possession of the Obligated Party, (iii) is disclosed to the Obligated Party by a Third Party having the right to do so, or (iv) is subsequently and independently developed by employees, agents, consultants, or Third Parties on behalf of the Obligated Party or Affiliates thereof who had no knowledge of such Confidential Information; provided that, with respect to Confidential Information related to the Purchased Assets that was the Confidential Information of GSK before the Time of Closing and that became the Confidential Information of DIVERSA after the Time of Closing as provided in definition of the term “Confidential Information,” none of the foregoing exceptions (other than (i) and (iii)) shall apply. The Obligated Party may disclose Confidential Information of the Owning Party to the Obligated Party’s Affiliates, collaborators, employees, consultants or agents who reasonably require such access (including, with respect to GSK, for purposes of the rights granted under Section 7.5) and who are bound by non-use and non-disclosure obligations at least as restrictive as those contained in this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing. In any event, the Receiving Obligated Party shall apply to any Confidential Information will use at least the same degree standard of care as it uses to protect proprietary or confidential information of its own, but no less than reasonable care used for care, to ensure that its own confidential employees, consultants and proprietary information to avoid agents do not disclose or make any unauthorized disclosure or use of the Confidential Information under this Agreement. (C) Each party further agrees that: (1) of the Owning Party. The Receiving Confidential Information, and all copies of part or all thereof, shall be and remain the exclusive property of the Owning Party, and the Obligated Party will hold all Confidential Information it obtains shall acquire only such rights as are expressly set forth in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or and only for as otherwise provided for long as such rights are in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationeffect.

Treatment of Confidential Information. (Aa) Each party agrees The Receiving Party shall maintain, and shall cause its Representatives which have access to the Disclosing Party’s Confidential Information to maintain, the confidentiality of the Disclosing Party’s Confidential Information with the same degree of care as it maintains the confidentiality of its own confidential information, which in no event shall be less than a reasonable standard of care. (b) The Receiving Party and its Representatives may use, copy and make extracts of the Disclosing Party’s Confidential Information only in connection with the Purpose and, without limiting the foregoing, shall not use the Confidential Information for the benefit of the Receiving Party or any of its Representatives, or for the benefit of any other Person. (c) The Receiving Party shall not disclose any of the Disclosing Party’s Confidential Information to any Person other than its Representatives who (i) are subject to an obligation of confidentiality protecting the Confidential Information on terms no less restrictive than those contained in this Agreement; and (ii) have a need to know the Confidential Information in connection with the Purpose. The Receiving Party is liable to the Disclosing Party for any use or disclosure of the Disclosing Party’s Confidential Information in violation of the terms of this Agreement by any of its Representatives, whether or not such Representatives remain employed by or in contractual privity with the Receiving Party. (d) Except as set out in clause 2(e) below, upon the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party or, at the Receiving Party’s option, destroy or delete all copies and extracts of the Disclosing Party’s Confidential Information, in whatever medium, then in the Receiving Party’s or its Representatives’ possession. Upon the Disclosing Party’s request, the Receiving Party shall confirm in writing as to any such destruction. (e) Notwithstanding clause 2(d) above, the Receiving Party (i) may retain a single copy of the Disclosing Party’s Confidential Information for the sole purpose of ascertaining its ongoing rights and responsibilities in respect of such information; and (ii) shall not be required to destroy any computer files stored securely by the Receiving Party or its Affiliates that at all times are created during automatic system back up, or retained for legal purposes by the legal division of the Receiving Party and after its Affiliates, provided that such retained Confidential Information shall remain subject to the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (Bf) Without limiting Notwithstanding anything to the foregoingcontrary contained herein, the Receiving Party shall apply be permitted to disclose (and the Receiving Party shall not be required to destroy) any of the Disclosing Party’s Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information that is required or requested to avoid unauthorized disclosure be disclosed by a governmental authority or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) pursuant to applicable law in connection with a legal or administrative proceeding. The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information shall (i) to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoinglegally permitted, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized such disclosure requirement or use, and will request as soon as practicable; (ii) cooperate with and reasonably assist the Disclosing Party (at the Disclosing Party’s cost) if the Disclosing Party seeks a protective order or other remedy in respect of any such disclosure; and (iii) furnish only that portion of the Confidential Information which, in the opinion of Receiving Party’s legal counsel, is responsive to protect all proprietary rights such requirement or request. (g) The Disclosing Party acknowledges and agrees that the Receiving Party may have present or future business activities or opportunities, including business activities or opportunities with other Persons, involving similar products, programs, technologies or processes that may compete with a product, program, technology or process included in the Confidential Information or covered by this Agreement. Accordingly, each Party acknowledges and agrees that nothing in this Agreement shall be construed as a representation or inference that the other Party will not develop for itself or enter into business relationships with other Persons regarding products, programs, technologies or processes that are similar to or that may compete with any product, program, technology or process included in the Confidential InformationInformation or covered by this Agreement, provided that Confidential Information shall not be used or disclosed in breach of this Agreement.

Treatment of Confidential Information. (Aa) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the The Receiving Party shall apply to any maintain the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of reasonable care used for as it maintains the confidentiality of its own confidential information, and proprietary information to avoid unauthorized disclosure or use in any event, not less than a reasonable standard of Confidential Information under this Agreementcare. (C) Each party further agrees that: (1b) The Receiving Party will hold all may use, copy and make extracts of the Disclosing Party’s Confidential Information it obtains only in strictest confidence and will use and permit use connection with the Purpose. (c) The Receiving Party shall not disclose any of the Disclosing Party’s Confidential Information solely for to any third party other than the purposes Receiving Party’s Affiliates and the directors, officers, employees, contractors, consultants and agents of this Agreement or as otherwise provided for in this Agreement, the Receiving Party and consistent therewith, may disclose or provide access to its responsible employees or agents Affiliates who have a need to know the Confidential Information for the Purpose and who are under adequate bound by obligations of confidentiality agreements or arrangements and make copies of substantially similar to those in this Agreement (collectively, “Representatives”), provided, however, that Party may disclose Ciencia’s Confidential Information to the extent reasonably NIH as necessary to carry out its obligations under this Agreement;support the grant application described in the Purpose. (2d) Notwithstanding Upon the foregoingDisclosing Party’s request, the Receiving Party shall promptly return to the Disclosing Party or destroy all copies of the Disclosing Party’s Confidential Information. Upon the Disclosing Party’s request, the Receiving Party shall confirm in writing such destruction. (e) Section 2(d) notwithstanding, the Receiving Party: (i) may release retain a single copy of the Disclosing Party’s Confidential Information as permitted or required by law or approved for the sole purpose of ascertaining its ongoing rights and responsibilities in writing by the Disclosing party, which approval respect of such information; and (ii) shall not be unreasonably withheld and may not be withheld where required to destroy any computer files stored securely by the Receiving Party may be exposed to civil or criminal liability its Affiliates that are: (x) created during automatic system back up; or proceedings (y) retained for failure to release such information;legal purposes by the legal division of the Receiving Party and its Affiliates. (3f) AdditionallyAnything to the contrary contained herein notwithstanding, Ultimus may provide the Receiving Party shall be permitted to disclose (and the Receiving Party shall not be required to destroy) any of the Disclosing Party’s Confidential Information typically supplied that is required or requested to be disclosed by a governmental authority or applicable law in connection with a legal or administrative proceeding (including in connection with any regulatory approval process), provided that the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately shall: (i) notify the Disclosing Party of any unauthorized such disclosure or use, and will requirement as soon as practicable; (ii) cooperate with the Disclosing Party (at the Disclosing Party’s cost) if the Disclosing Party seeks a protective order or other remedy in respect of any such disclosure; and (iii) furnish only that portion of the Confidential Information which the Receiving Party is legally required to protect all proprietary rights in any Confidential Informationdisclose.

Treatment of Confidential Information. (A) Each party Party recognizes the importance of the other’s Confidential Information. In particular, each Party recognizes and agrees that at all times during the Confidential Information of the other is critical to their respective businesses and after that neither Party would enter into this Agreement without assurance that such information and the terms of value thereof will be protected as provided in this Section 18 (Confidentiality) and elsewhere in this Agreement. Accordingly, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with each Party agrees as follows: (1a) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold any and all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care to avoid disclosure or use of this Confidential Information as otherwise provided for the Receiving Party employs with respect to its own Confidential Information of a like importance, which shall not be less than the standard of care imposed by applicable laws and regulations relating to the protection of such information and, in this Agreementthe absence of any legally imposed standard of care, and consistent therewith, the standard shall be that of a reasonable person under the circumstances; (b) the Receiving Party may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and may make copies of Confidential Information only to the extent reasonably necessary to carry out its obligations under this Agreement; hereunder; and (2c) Notwithstanding the foregoing, the Receiving Party may release currently has and, for so long as it possesses Confidential Information as permitted or required by law or approved in writing by of the Disclosing partyParty, which approval shall not be unreasonably withheld will maintain in effect and may not be withheld where the Receiving Party may be exposed enforce rules and policies to civil protect against access to or criminal liability use or proceedings for failure to release such information; (3) Additionally, Ultimus may provide disclosure of Confidential Information typically supplied other than in accordance with this Agreement, including without limitation written instruction to and agreements with employees and agents who are bound by an obligation of confidentiality no less restrictive than set forth in this Agreement to ensure that such employees and agents protect the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) confidentiality of Confidential Information. The Receiving Party will immediately require its employees and agents not to disclose Confidential Information to third parties, including without limitation customers, subcontractors or consultants, without the Disclosing Party’s prior written consent; and will notify the Disclosing Party immediately of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any and ownership of its Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing partyParty, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information;; Ultimus Transfer Agent Services Agreement (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, use and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party The Reinsurer acknowledges that the Ceding Company has an obligation to maintain the security and confidentiality of information about its customers and their transactions. The Reinsurer agrees to comply with those data security policies and procedures that the Ceding Company determines are necessary for the safeguarding of Farmers customer information. The Reinsurer understands that noncompliance with or violations of these policies and procedures may result in termination of the Agreement. In performing its responsibilities, the Reinsurer will receive Customer information from the Ceding Company. "Customer Information" includes any/all information related to a customer or that can be identified with respect to a customer, including the fact that an individual is a customer of the Ceding Company. The Reinsurer agrees that at all times during and after it will use Customer Information only for the sole purpose for which such information was provided or obtained or for other purposes permitted under the Xxxxx-Xxxxx-Xxxxxx Act as implemented by regulation. The Reinsurer also agrees that it will not disclose Customer Information to any party; provided, however, that the Reinsurer may disclose Customer Information to a party as necessary to fulfill its obligations under this Agreement if (1) The Reinsurer will make its best efforts to obtain agreements from any such third party that require the third party to abide by the terms of this Agreement, it shall use, handle, collect, maintainConfidentiality provision, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) Reinsurer provides prior notice to the GLB Act, as applicable Ceding Company before disclosing Customer Information to any third party other than its retrocessionaires and as it may affiliates. Customer Information shall not include information which: (a) is or becomes available to the general public through no fault of the party receiving the Customer Information (the "Recipient"); (b) is independently developed by the Recipient; (c) is rightfully received by the Recipient from a third party without a duty of confidentiality; or (d) is required to be amended; and (3) such other Applicable Law, whether in effect now disclosed by court order or in the future. (B) Without limiting the foregoingoperation of law. Before disclosing any Customer Information under a court order or operation of law, the Receiving Party Recipient shall apply to any Confidential provide the party disclosing the Customer Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreementnotice. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing partyParty, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information;; Volumetric Fund Inc. Ultimus Master Services Agreement (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement.. Longleaf Partners Funds Trust Ultimus Master Services Agreement (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

Treatment of Confidential Information. (A) Each party agrees that at all times during The Parties agree that, other than as contemplated by this Agreement and after to the extent permitted or required to implement the transactions contemplated hereby, the Parties will keep confidential and will not use or disclose the other Party’s Confidential Information or the terms and conditions of this Agreement, it shall useincluding, handlewithout limitation, collectthe exhibits and schedules hereto, maintainexcept as otherwise required by Applicable Law or any order or ruling of any provincial insurance regulatory authority, and safeguard the OSFI or any other Governmental Authority; provided, however, that the Reinsurer may disclose Confidential Information to its Representatives in connection with the exercise of its rights under Article XII; provided, further, that either party may disclose, with the other party’s written consent, Confidential Information to any person other than its Representatives who agrees to (i) hold such Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of strict confidence as if such person were a Party to this Agreement; (2) the GLB Act, as applicable and as it may be amended; Agreement and (3ii) use such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the limited purpose of evaluating a potential purchase, merger or Change of Control of such Party. Without limiting the generality of the foregoing, neither the Reinsurer nor any Affiliates of the Reinsurer shall utilize any Confidential Information regarding Policyholders for the purpose of soliciting Policyholders for the sale of any insurance policies or other products or services. The parties agree that any violation or threatened violation of this Section 21.10 may cause irreparable injury to a party and that, in addition to any other remedies that may be available, each party shall be entitled to seek injunctive relief against the threatened breach of the provisions of this Section 21.10, or a continuation of any such breach by the other party or any person provided with Confidential Information, specific performance and other such relief to redress such breach together with damages and reasonable counsel fees and expenses to enforce its rights hereunder. For purposes of this Agreement, “Confidential Information” means all documents and information concerning one Party, any of its Affiliates, the Covered Liabilities or the Reinsured Policies, including any information relating to any person insured directly or indirectly under the Reinsured Policies, furnished to the other Party or such other Party’s Affiliates or representatives in connection with this Agreement or as otherwise the transactions contemplated hereby, except that Confidential Information shall not include information which: (a) at the time of disclosure or thereafter is generally available to and known by the public other than by way of a wrongful disclosure by a Party or by any representative of a Party; (b) was available on a non confidential basis from a source other than the Parties or their representatives, provided for in that such source is not and was not bound by a confidentiality agreement with a Party; or (c) was independently developed without violating any obligations under this Agreement and without the use of any Confidential Information. For the purposes of this Agreement, and consistent therewith“Change of Control” means the acquisition of ten percent (10%) or more of the voting securities of a Party or any parent of such Party, may disclose or provide access any other acquisition that is deemed to its responsible employees or agents who have be a need to know and are under adequate confidentiality agreements or arrangements and make copies Change of Confidential Information to Control by applicable insurance regulatory authorities of the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release state of domicile of such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential InformationParty.

Treatment of Confidential Information. (A) Each party agrees that at Any and all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information information disclosed or submitted in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now writing or in other tangible form under this Agreement or the future. R&D Plan to one Party by the other Party during the Term will hereinafter be referred to as the “Confidential Information” of the disclosing Party. In addition, all confidential information disclosed under the Confidentiality Agreement between the Parties, dated March 12, 2008, between DNDi and BDSI (Bthe “Confidentiality Agreement”) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of be deemed Confidential Information under this Agreement. (C) , and the Confidentiality Agreement is hereby terminated and shall be of no further force and effect. Each Party will receive and maintain the other Party’s Confidential Information in strict confidence and in accordance with all applicable laws, rules and regulations. Each party further also agrees that: (1) The Receiving not to use the Confidential Information disclosed to it by the other Party for its own, independent use or in any way, directly or indirectly, harmful or competitive with the other Party. Each Party acknowledges that the confidentiality provisions of this Agreement shall be deemed to be an agreement to keep each Party’s Confidential Information in confidence as contemplated by Regulation FD promulgated by the United States Securities and Exchange Commission. In addition, DNDi acknowledges and agrees that some BDSI Confidential Information maybe considered “material non- public information” for purposes of the United States’ securities laws and that DNDi and its officers, directors, employees and agents will abide by all such laws relating to the handling of and acting upon such Confidential Information. Except as provided under this Section 7.1, neither Party will hold all disclose any Confidential Information it obtains in strictest confidence and of the other Party to any Third Party. Neither Party will use and permit use of the Confidential Information solely of the other Party for any purpose other than as required to perform that Party’s obligations, or exercise that Party’s rights hereunder. Each Party may disclose the other Party’s Confidential Information to the receiving Party’s Affiliates, employees, consultants or agents requiring access thereto for the purposes of this Agreement Agreement, provided, however, that prior to making any such disclosures, each such Affiliate, employee, consultant or as otherwise provided agent will be bound by written agreement to maintain Confidential Information in confidence and not to use such information for any purpose other than in accordance with the terms and conditions of this Agreement. Each Party agrees to take all reasonable steps necessary to ensure that the other Party’s Confidential Information will be maintained in confidence, including (without limitation) such steps as it takes to prevent the disclosure of its own proprietary and confidential information of like character. Each Party agrees that this Agreement will be binding upon its Affiliates, and consistent therewithupon the employees, may disclose or provide access to consultants and agents involved under this Agreement and in conjunction with the R&D Plan of such Party and its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably Affiliates. Each Party will take all steps necessary to carry out ensure that its obligations under Affiliates, employees, consultants and agents will comply with the terms and conditions of this Agreement; . The foregoing obligations of confidentiality and non-use will survive, and remain in effect for a period of five (25) Notwithstanding the foregoingyears from, the Receiving Party may release Confidential Information as permitted termination or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party expiration of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationthis Agreement.

Treatment of Confidential Information. (A) Each party agrees that at At all times during and after the terms Recipient shall: (i) use the same standard of this Agreement, it shall use, handle, collect, maintain, and safeguard care to protect the Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply uses to any Confidential Information at least the same degree of reasonable care used for protect its own confidential and proprietary information to avoid unauthorized disclosure or of a similar nature, but not less than a commercially reasonable standard of care; MDS Securities, LLC Selected Investment Advisor Agreement 9 (ii) not use of the Discloser’s Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or other than as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out perform its obligations under this Agreement; (2iii) Notwithstanding not disclose, or distribute, or disseminate the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing to any third party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4iv) disclose the Discloser’s Confidential Information to its agents and or affiliates on a “need to know” basis only, provided that the Recipient requires each of its affiliates and agents to be bound by obligations of the confidentiality and restrictions against disclosure of the Disclosure’s Confidential Information at least as restrictive as those contained in this Agreement. In addition to its obligations in the “Treatment of Confidential Information” subsection above, each party has implemented and shall maintain, and shall require all third parties to whom it discloses Confidential and Personal Information to implement and maintain, an effective information security program to protect the Personal Information from disclosure that is not specifically authorized pursuant to this Agreement, including, without limitation, encrypting such information using commercially reasonable encryption technology. The Receiving Party will immediately notify security program shall be designed to: (i) ensure the Disclosing Party security and confidentiality of Personal Information; (ii) include reasonable policies and procedures designed to identify and detect patterns, practices, or specific activities that indicate the possible existence of identity theft, and prevent, and mitigate the risk thereof; (iii) protect against any anticipated threats or hazards to the security or integrity of Personal Information including, without limitation, the risk of identity theft; and (iv) protect against any unauthorized access to, or use of Personal Information, including, without limitation, identifying and detecting any patterns, practices, or specific activities indicating the possibility of identity theft. In addition, the Recipient shall, upon Discloser’s written request, promptly provide the Discloser detailed information regarding any failure or breach of such security program involving Confidential and Personal Information provided the Recipient by the Discloser pursuant to this Agreement, including how and when such failure or breach occurred, and what actions have been or are being taken to remedy such failure or breach. (i) Each party shall defend, indemnify and hold harmless the other party for any third party claims that arise from relating to or arising out of any unauthorized disclosure breach or usealleged breach of its obligations under this Section (including any loss, cost of damage arising from the failure to notify and will timely cooperate with any notice requirement) in accordance with the Disclosing Party to protect all proprietary rights in any Confidential Information.terms of the indemnification provided for through this Agreement. MDS Securities, LLC Selected Investment Advisor Agreement 10

Treatment of Confidential Information. Except as expressly provided in this Agreement (Asuch as, by way of illustration, in Section 8.4), neither Sellers nor Buyer (the “Obligated Party”) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard use or reveal or disclose to Third Parties any Confidential Information in accordance with of the other Party (1) the confidentiality “Owning Party”), nor shall the Obligated Party use any Confidential Information of the Owning Party, without first obtaining the prior consent of the Owning Party. The foregoing non-use and non-disclosure requirements obligations shall not apply to Confidential Information of the Owning Party that the Obligated Party can prove by competent written evidence: (i) is or becomes in the public domain other than through the default of the Obligated Party or any of its Affiliates or any of their permitted recipients of such Confidential Information, (ii) is already legitimately in the possession of the Obligated Party, (iii) is disclosed to the Obligated Party by a Third Party having the right to do so, or (iv) is subsequently and independently developed by employees, agents, consultants, or Third Parties on behalf of the Obligated Party or Affiliates thereof who had no knowledge of such Confidential Information; provided that, with respect to Confidential Information related to the Purchased Assets that was the Confidential Information of Sellers before the Time of Closing and that became the Confidential Information of Buyer after the Time of Closing as provided in definition of the term “Confidential Information,” none of the foregoing exceptions (other than (i) and (iii)) shall apply. The Obligated Party may disclose Confidential Information of the Owning Party to the Obligated Party’s Affiliates, collaborators, employees, consultants or agents who reasonably require such access and who are bound by non-use and non-disclosure obligations at least as restrictive as those contained in this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing. In any event, the Receiving Obligated Party shall apply to any Confidential Information will use at least the same degree standard of care as it uses to protect proprietary or confidential information of its own, but no less than reasonable care used for care, to ensure that its own confidential employees, consultants and proprietary information to avoid agents do not disclose or make any unauthorized disclosure or use of the Confidential Information under this Agreement. (C) Each party further agrees that: (1) of the Owning Party. The Receiving Confidential Information, and all copies of part or all thereof, shall be and remain the exclusive property of the Owning Party, and the Obligated Party will hold all Confidential Information it obtains shall acquire only such rights as are expressly set forth in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or and only for as otherwise provided for long as such rights are in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Informationeffect.

Treatment of Confidential Information. (A) Each party agrees that at all times during and after the terms term of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law law, to comply with a valid subpoena, summons, order or approved in writing by other requirement of a court of competent jurisdiction or a government agency, regulator(s), or self-regulatory organizations with appropriate jurisdiction over the Receiving Party. To the extent reasonably practicable and prior to disclosure, the Receiving Party shall give the Disclosing party, which approval Party prompt written notice of any such intended disclosure to allow the Disclosing Party the opportunity to seek a protective order or other appropriate remedy. Approval for disclosure shall not be unreasonably withheld and may withheld. Attempts to obtain the Disclosing Party’s consent for such disclosure shall not be withheld where required if immediate compliance with disclosure is necessary to avoid the Receiving Party may be exposed violating the instructions of a government agency or regulator, court order, or other legal requirement. In making any such disclosure, the Receiving Party shall (a) disclose only such information as is required by the court or required or requested by a governmental entity, regulator or self-regulatory organization or otherwise required by Applicable Law or required by applicable rule or regulation, (b) use commercially reasonable efforts to civil obtain confidential treatment for any Confidential Information so disclosed, and (c) reasonably cooperate with the Disclosing Party in seeking a protective order or criminal liability other appropriate remedy (provided that the Disclosing Party reimburses the Receiving Party for any costs (including reasonable attorneys’ fees) incurred in connection with such efforts). Nothing herein shall require any party to fail to honor a subpoena, court or proceedings for failure to release such informationadministrative order, or a similar requirement or request on a timely basis; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companiescompanies but will do so on an anonymous basis; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, use and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.