Common use of Use and Disclosure of Confidential Information Clause in Contracts

Use and Disclosure of Confidential Information. The Receiving Party: (a) will not use the Disclosing Party’s Confidential Information for any purpose except as permitted under this Agreement; (b) will not disclose, give access to, or distribute any of the Disclosing Party’s Confidential Information to any third party, except to the extent expressly authorized in this Agreement or a separate written agreement signed by the Disclosing Party; and (c) will take reasonable security precautions (which will be at least as protective as the precautions it takes to preserve its own Confidential Information of a similar nature) to safeguard the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to those of its employees, directors, Affiliates, advisors, agents, contractors, and other representatives (“Representatives”) who need to know such information in order to exercise their respective rights and obligations hereunder, provided that each such Representative is bound to protect the Confidential Information by confidentiality obligations substantially as protective as those set forth in this Agreement. The Receiving Party will be responsible for its Representatives’ disclosure or use of the Disclosing Party’s Confidential Information in violation of Section 6 (Confidentiality). The Receiving Party will promptly notify the Disclosing Party in writing upon discovery of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information, or any other breach of Section 6, by it or its Representatives. The Receiving Party’s obligations set forth in Section 6 will remain in effect during the Term and for three (3) years after termination of this Agreement. The disclosure of Confidential Information to the Receiving Party does not grant or convey any right of ownership of such Confidential Information.

Use and Disclosure of Confidential Information. The Receiving Party: (a) will not use the Disclosing Party’s Confidential Information for any purpose except as permitted under this Agreement; (b) will not disclose, give access to, or distribute any of the Disclosing Party’s Confidential Information to any third party, except to the extent expressly authorized in this Agreement or a separate written agreement signed by the Disclosing Party; and (c) will take reasonable security precautions (which will be at least as protective as the precautions it takes to preserve its own Confidential Information of a similar nature) to safeguard the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to those of its employees, directors, Affiliates, advisors, agents, contractors, and other representatives (“Representatives”) who need to know such information in order to exercise their respective rights and obligations hereunder, provided that each such Representative is bound to protect the Confidential Information by confidentiality obligations substantially as protective as those set forth in this Agreement. The Receiving Party will be responsible for its Representatives’ disclosure or use of the Disclosing Party’s Confidential Information in violation of Section 6 8 (Confidentiality). The Receiving Party will promptly notify in writing the Disclosing Party in writing upon discovery of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information, or any other breach of Section 68, by it or its Representatives. The Receiving Party’s obligations set forth in Section 6 8 will remain in effect during the Term and for three (3) years after termination of this Agreement. The disclosure of Confidential Information to the Receiving Party does not grant or convey any right of ownership of such Confidential Information.

Use and Disclosure of Confidential Information. The Receiving Party: (a) will not use the Disclosing Party’s Confidential Information for any purpose except as permitted under this Agreement; (b) will not disclose, give access to, or distribute any of the Disclosing Party’s Confidential Information to any third party, except to the extent expressly authorized in this Agreement or a separate written agreement signed by the Disclosing Party; and (c) will take reasonable security precautions (which will be at least as protective as the precautions it takes to preserve its own Confidential Information of a similar nature) to safeguard the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to those of its employees, directors, Affiliates, advisors, agents, contractors, and other representatives (“Representatives”) who need to know such information in order to exercise their respective rights and obligations hereunder, provided on the condition that each such Representative is bound to protect the Confidential Information by confidentiality obligations substantially as protective as those set forth in this Agreement. The Receiving Party will be responsible for its Representatives’ disclosure or use of the Disclosing Party’s Confidential Information in violation of Section 6 (Confidentiality). The Receiving Party will promptly notify the Disclosing Party in writing upon discovery of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information, or any other breach of Section 6, by it or its Representatives. The Receiving Party’s obligations set forth in Section 6 will remain in effect during the Term and for three (3) years after termination of this Agreement. The disclosure of Confidential Information to the Receiving Party does not grant or convey any right of ownership of such Confidential Information.

Use and Disclosure of Confidential Information. The Receiving Party: (a) will not use the Disclosing Party’s Confidential Information for any purpose except as permitted under in connection with this Agreement; (b) will not disclose, give access to, or distribute any of the Disclosing Party’s Confidential Information to any third party, except to the extent expressly authorized in this Agreement or a separate written agreement signed by the Disclosing Partyboth parties; and (c) will take reasonable security precautions (which will be at least as protective as the precautions it takes to preserve its own Confidential Information of a similar nature) to safeguard keep the Disclosing Party’s Confidential InformationInformation confidential. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to those of its employees, directors, Affiliatesaffiliates, advisors, agents, contractors, and other representatives (“Representatives”) who need to know such information in order to exercise their respective rights and obligations hereunderinformation, provided that each such Representative is bound to protect the Confidential Information by confidentiality obligations substantially as protective as those set forth in this Agreement. The Receiving Party will be responsible for its Representatives’ disclosure or use of the Disclosing Party’s Confidential Information in violation of this Section 6 (Confidentiality)8. The Receiving Party will promptly notify the Disclosing Party in writing upon discovery of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information, or any other breach of this Section 68, by it or its Representatives. The Receiving Party’s (and its Representatives’) obligations set forth in under this Section 6 will remain in effect during 8 cease to apply to information upon the Term and for later of: (i) the termination of this Agreement; or (ii) after three (3) years after termination of this Agreement. The disclosure of Confidential Information to have passed from the Receiving Party does not grant or convey any right of ownership of such Confidential Informationdate on which it was first disclosed.

Use and Disclosure of Confidential Information. The Receiving Party: (a) Party will not (i) use any Confidential Information of the Disclosing Party’s Confidential Information Party in any way, for its own account or the account of any purpose other person or entity, except as permitted for the exercise of its rights and performance of its obligations under this Agreement; (b) will not disclose, give access to, or distribute (ii) disclose any of the Disclosing Party’s such Confidential Information to any third partyperson or entity, except other than furnishing such Confidential Information to (a) its employees and consultants who are required to have access to the Confidential Information in connection with the exercise of the Receiving Party’s rights and performance of its obligations under this Agreement, (b) existing and prospective investors and/or acquirers that are contemplating a potential investment in or acquisition of the Receiving Party and professional advisers (e.g., lawyers and accountants), or (c) in the case of Mascoma as the Receiving Party, to a Third Party Licensor to the extent expressly authorized disclosed in this Agreement (but subject to the confidentiality obligations consistent with those contained in this Agreement) or a separate to its Third Party or Mascoma Subsidiary licensees with respect to Field-related IP pursuant to Section 6.3; provided, however, that any and all such employees, consultants, investors and acquirers and advisers, Third Party Licensors and licensees are bound by written agreement signed by agreements (or in the Disclosing Party; case of such lawyers and (cother professional advisors, ethical duties) will take reasonable security precautions (which will be at least as protective as the precautions it takes to preserve its own treat, hold and maintain such Confidential Information in accordance with the terms and conditions of a similar nature) this Section 7. The Receiving Party will not allow any unauthorized person access to safeguard the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, and the Receiving Party may disclose Confidential Information to those of its employees, directors, Affiliates, advisors, agents, contractors, and other representatives (“Representatives”) who need to know such information in order to exercise their respective rights and obligations hereunder, provided that each such Representative is bound will take all action reasonably necessary to protect the confidentiality of such Confidential Information by confidentiality obligations substantially as protective as those set forth in this AgreementInformation, including implementing and enforcing procedures to minimize the possibility of unauthorized use or copying of such Confidential Information. The In the event that the Receiving Party will be responsible for its Representatives’ is required by Applicable Law to make any disclosure or use of the Disclosing Party’s Confidential Information in violation of Section 6 (Confidentiality). The Receiving Party will promptly notify the Disclosing Party in writing upon discovery of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information, by subpoena, judicial or any other breach of Section 6administrative order or otherwise, by it or its Representatives. The Receiving Party’s obligations set forth in Section 6 will remain in effect during the Term and for three (3) years after termination of this Agreement. The disclosure of Confidential Information to the Receiving Party does not grant or convey will first give written notice of such requirement to the Disclosing Party, and will permit the Disclosing Party to intervene in any right of ownership of relevant proceedings to protect its interests in such Confidential Information, and shall provide reasonable cooperation and assistance to the Disclosing Party in seeking to obtain such protection.

Use and Disclosure of Confidential Information. The Receiving Party: (a) will not Party may only use the Disclosing Party’s Confidential Information for any the purpose except as permitted under this Agreement; (b) will not disclose, give access to, of evaluating a potential business transaction or distribute any of relationship with the Disclosing Party’s Confidential Information to any third party, except to Party (the extent expressly authorized in this Agreement or a separate written agreement signed by the Disclosing Party; and (c) will take reasonable security precautions (which will be at least as protective as the precautions it takes to preserve its own Confidential Information of a similar nature) to safeguard the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to those of its employees, directors, Affiliates, advisors, agents, contractors, and other representatives (“RepresentativesPermitted Purpose”) who need to know such information in order to exercise their respective rights and obligations hereunder, provided that each such Representative is bound to protect the Confidential Information by confidentiality obligations substantially as protective as those set forth in this Agreement. The Receiving Party will be responsible for its Representatives’ disclosure or use of the Disclosing Party’s Confidential Information in violation of Section 6 (Confidentiality). The Receiving Party will promptly notify must keep secret and shall not disclose, publish or make accessible to anyone any of the Disclosing Party in writing upon discovery of any unauthorized disclosure or use Confidential Information of the Disclosing Party’s Confidential Information, or any other breach of Section 6, by it or its Representatives. The Receiving Party’s obligations set forth in Section 6 will remain in effect during the Term and for three (3) years after termination of this Agreement. The disclosure of than furnishing such Confidential Information to the Receiving Party does not grant or convey any right of ownership of Party’s employees who are required to have access to such Confidential InformationInformation in connection with the Permitted Purpose; provided that such employees are bound by written agreements respecting the Confidential Information in the manner set forth in this Mutual NDA. In any event, the Receiving Party shall be responsible for any breach of this Mutual NDA by any of the Receiving Party’s employees. Without the prior written consent of the Disclosing Party, the Receiving Party shall not, and shall instruct its employees not to, disclose to any other person the fact that the Confidential Information has been made available to the Receiving Party or that discussions or negotiations are taking place Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a confidential treatment request and are indicated by ***. concerning a possible business transaction or relationship involving the Disclosing Party and the Receiving Party or any of the terms, conditions or other facts with respect thereto (including the status thereof). The Receiving Party shall use at least reasonable care and adequate measures to protect the security of the Confidential Information of the Disclosing Party and to ensure that any Confidential Information of the Disclosing Party is not disclosed or otherwise made available to other persons or used in violation of this Mutual NDA. Such measures shall be at least the equivalent of measures which the Receiving Party uses to protect the Receiving Party’s own most valuable proprietary information.

Use and Disclosure of Confidential Information. The Receiving Recipient, and its Representatives who have received Confidential Information pursuant hereto, shall use the Confidential Information only for the Purpose. The Confidential Information shall not be used for any other purpose without the prior written consent of the Disclosing Party: . The Recipient and such Representatives shall hold the Confidential Information in confidence, and provide it with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care under the circumstances, and shall not disclose any Confidential Information, except as permitted by paragraph 1 hereof or where such disclosure is requested or required by law, regulation (a) will not use including, without limitation, any rule, regulation or policy statement of any organized securities exchange, market or automated quotation system on which any of an entity’s securities are listed or quoted), regulatory body, judicial process, or listing agreement (collectively, “Law”). The Recipient agrees, to the extent permitted under applicable Law, to give the Disclosing Party notice of any such request or requirement as soon as reasonably practicable so that the Disclosing Party may, at the Disclosing Party’s Confidential Information for any purpose except as permitted under this Agreement; (b) will not discloseown expense, give access toseek a protective order, confidential treatment request or distribute any of the Disclosing Party’s Confidential Information to any third party, except to the extent expressly authorized in this Agreement or a separate written agreement signed by the Disclosing Party; and (c) will take reasonable security precautions (which will be at least as protective as the precautions it takes to preserve its own Confidential Information of a similar nature) to safeguard the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to those of its employees, directors, Affiliates, advisors, agents, contractorsother appropriate remedy, and other representatives (“Representatives”) who need the Recipient shall exercise commercially reasonable efforts to know such information in order to exercise their respective rights and obligations hereunder, provided that each such Representative is bound to protect the Confidential Information by confidentiality obligations substantially as protective as those set forth in this Agreement. The Receiving Party will be responsible for its Representatives’ disclosure or use of the Disclosing Party’s Confidential Information in violation of Section 6 (Confidentiality). The Receiving Party will promptly notify assist the Disclosing Party in writing upon discovery obtaining such order or remedy. If, in the absence of any unauthorized disclosure or use of a protective order, the Disclosing Party’s Recipient is nonetheless compelled to disclose Confidential Information, or any other breach the Recipient may disclose without liability hereunder that portion of Section 6, by it the Confidential Information which the Recipient or its Representatives. The Receiving Party’s obligations set forth in Section 6 will remain in effect during the Term and for three (3) years after termination of this Agreement. The disclosure of Confidential Information Representatives is legally compelled to the Receiving Party does not grant or convey any right of ownership of such Confidential Informationdisclose.

Use and Disclosure of Confidential Information. The Receiving Party: (a) Party acknowledges that it will not use the Disclosing Party’s Confidential Information for any purpose except as permitted under this Agreement; (b) will not disclose, give have access to, or distribute any of the Disclosing Party’s Confidential Information to any third party, except to the extent expressly authorized in this Agreement or a separate written agreement signed by the Disclosing Party; and (c) will take reasonable security precautions (which will be at least as protective as the precautions it takes to preserve its own Confidential Information of a similar nature) to safeguard the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the The Receiving Party may agrees that it will not (i) use any such Confidential Information in any way, for its own account or the account of any third party, except for the exercise of its rights and performance of its obligations under this Agreement, or (ii) disclose any such Confidential Information to those of any party, other than furnishing such Confidential Information to its employees, directors, Affiliates, advisors, agents, contractors, employees and other representatives (“Representatives”) consultants who need are required to know such information in order have access to exercise their respective rights and obligations hereunder, provided that each such Representative is bound to protect the Confidential Information in connection with the exercise of its rights and performance of its obligations under this Agreement and (b) professional advisers and legal counsel; provided that such employees and consultants and professional advisers and legal counsel are bound by confidentiality obligations substantially as protective as those set forth written agreements or, in the case of professional advisers and legal counsel, ethical duties respecting such Confidential Information in accordance with the terms of this AgreementSection 10. The Receiving Party agrees that it will be responsible for its Representatives’ disclosure or use of the Disclosing Party’s Confidential Information in violation of Section 6 (Confidentiality). The Receiving Party will promptly notify the Disclosing Party in writing upon discovery of not allow any unauthorized disclosure or use of the person access to Disclosing Party’s Confidential Information, or any other breach of Section 6, by it or its Representatives. The Receiving Party’s obligations set forth in Section 6 will remain in effect during the Term and for three (3) years after termination of this Agreement. The disclosure of Confidential Information to the that Receiving Party does not grant or convey any right of ownership will take all action reasonably necessary to protect the confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized use or copying of such Confidential Information. In addition, neither Party will disclose to any third party the terms of this Agreement without the prior written consent of the other Party. In the event that the Receiving Party is required by law to make any disclosure of any of Disclosing Party’s Confidential Information, by subpoena, judicial or administrative order or otherwise, the Receiving Party shall first give written notice of such requirement to the Disclosing Party, and shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protection.

Use and Disclosure of Confidential Information. The Receiving Party: (a) will not use the Disclosing Party’s Confidential Information for any purpose except as permitted under this Agreement; (b) will not disclose, give access to, or distribute any of the Disclosing Party’s Confidential Information to any third party, except to the extent expressly authorized in this Agreement or a separate written agreement signed by the Disclosing Party; and (c) will take reasonable security precautions (which will be at least as protective as the precautions it takes to preserve its own Confidential Information of a similar nature) to safeguard the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to those of its employees, directors, Affiliates, advisors, agents, contractors, and other representatives (“Representatives”) who need to know such information in order to exercise their respective rights and obligations hereunder, provided that each such Representative is bound to protect the Confidential Information by confidentiality obligations substantially as protective as those set forth in this Agreement. The Receiving Party will be responsible for its Representatives’ disclosure or use of the Disclosing Party’s Confidential Information in violation of Section 6 8 (Confidentiality). The Receiving Party will promptly notify in writing the Disclosing Party in writing upon discovery of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information, or any other breach of Section 68, by it or its Representatives. The Receiving Party’s obligations set forth in Section 6 8 will remain in effect during the Term and for three (3) years after termination of this Agreement. The disclosure of Confidential Information to the Receiving Party does not grant or convey any right of ownership of such Confidential Information.three

Use and Disclosure of Confidential Information. The Disclosing Party and its Affiliates may disclose Confidential Information to Receiving Party: (a) Party and its Affiliates from time to time, and Receiving Party will not use the Disclosing Party’s Confidential Information for any purpose except only in connection with the collaborative relationship between the parties and within the scope of this MOU. An “Affiliate” is a company or entity that a party controls, is controlled by, or under common control with, a party, where “control” means direct or indirect ownership of more than 50% of the voting interests of the organization. Receiving Party will protect Disclosing Party’s Confidential Information by using the same degree of care used to protect its own confidential information, but in no event, less than reasonable degree of care. Receiving Party will limit disclosure of Disclosing Party’s Confidential Information to its and its Affiliates’ directors, officers, representatives, employees and contractors bound to confidentiality obligations at least as permitted under protective as the provisions in this Agreement; (b) NDA and who have a need to know the Confidential Information. Receiving Party will not disclose, give access to, or distribute any of the disclose Disclosing Party’s Confidential Information to any other third party, except to party without the extent expressly authorized in this Agreement or a separate written agreement signed by the consent of Disclosing Party; and (c) . Receiving Party will take reasonable security precautions (which will be at least as protective as the precautions it takes not decompile, disassemble, translate, reverse engineer or otherwise attempt to preserve its own Confidential Information of a similar nature) to safeguard the derive source code from Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information pursuant to those of its employees, directors, Affiliates, advisors, agents, contractors, and other representatives (“Representatives”) who need to know such information in order to exercise their respective rights and obligations hereundera compulsory governmental process, provided that each such Representative is bound to protect the Confidential Information by confidentiality obligations substantially as protective as those set forth in this Agreement. The Receiving Party, if legally permitted, promptly notifies Disclosing Party will be responsible for its Representatives’ disclosure or use of the Disclosing Party’s Confidential Information in violation of Section 6 (Confidentiality). The Receiving Party will promptly notify so the Disclosing Party in writing upon discovery of any unauthorized may seek to make such disclosure subject to a protective order or use of the Disclosing Party’s Confidential Information, or any other breach of Section 6, by it or its Representatives. The Receiving Party’s obligations set forth in Section 6 will remain in effect during the Term and for three (3) years after termination of this Agreement. The disclosure of Confidential Information to the Receiving Party does not grant or convey any right of ownership of such Confidential Informationappropriate remedy.

Use and Disclosure of Confidential Information. The Receiving Party: (a) will not use the Disclosing Party’s Confidential Information for any purpose except as permitted under this Agreement; (b) will not disclose, give access to, or distribute any of the Disclosing Party’s Confidential Information to any third party, except to the extent expressly authorized in this Agreement or a separate written agreement signed by the Disclosing Party; and (c) will take reasonable security precautions (which will be at least as protective as the precautions it takes to preserve its own Confidential Information of a similar nature) to safeguard the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to those of its employees, directors, Affiliates, advisors, agents, contractors, and other representatives (“Representatives”) who need to know such information in order to exercise their respective rights and obligations hereunder, provided that each such Representative is bound to protect the Confidential Information by confidentiality obligations substantially as protective as those set forth in this Agreement. The Receiving Party will be responsible for its Representatives’ disclosure or use of the Disclosing Party’s Confidential Information in violation of Section 6 8 (Confidentiality). The Receiving Party will promptly notify the Disclosing Party in writing upon discovery of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information, Information or any other breach of Section 68, by it or its Representatives. The Receiving Party’s obligations set forth in Section 6 8 will remain in effect during the Term and for three (3) years after termination of this Agreement. The disclosure of Confidential Information to the Receiving Party does not grant or convey any right of ownership of such Confidential Information.

Use and Disclosure of Confidential Information. The Receiving Party: (a) will not use the Disclosing Party’s Confidential Information for any purpose except as permitted under this Agreement; (b) will not disclose, give Party acknowledges that it may have access to, or distribute any of the Disclosing Party’s Confidential Information to any third party, except to the extent expressly authorized in this Agreement or a separate written agreement signed by the Disclosing Party; and (c) will take reasonable security precautions (which will be at least as protective as the precautions it takes to preserve its own Confidential Information of a similar nature) to safeguard the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the The Receiving Party may agrees that it will not (i) use any such Confidential Information in any way, for its own account or the account of any third party, except for the exercise of its rights and performance of its obligations under this Agreement, or (ii) disclose any such Confidential Information to those of any party, other than furnishing such Confidential Information to (a) its employees, directors, Affiliates, advisors, agents, contractors, and other representatives (“Representatives”) employees who need are required to know such information in order have access to exercise their respective rights and obligations hereunder, provided that each such Representative is bound to protect the Confidential Information in connection with the exercise of its rights and performance of its obligations under this Agreement and (b) professional advisers; provided that such employees and professional advisers are bound by confidentiality obligations substantially as protective as those set forth written agreements or, in the case of professional advisers, ethical duties respecting such Confidential Information in accordance with the terms of this Agreementsection. The Receiving Party agrees that it will be responsible for its Representatives’ disclosure or use of the Disclosing Party’s Confidential Information in violation of Section 6 (Confidentiality). The Receiving Party will promptly notify the Disclosing Party in writing upon discovery of not allow any unauthorized disclosure or use of person access to the Disclosing Party’s Confidential Information, or any other breach of Section 6, by it or its Representatives. The Receiving Party’s obligations set forth in Section 6 will remain in effect during the Term and for three (3) years after termination of this Agreement. The disclosure of Confidential Information to that the Receiving Party does not grant or convey any right of ownership will take all action reasonably necessary to protect the confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized use or copying of such Confidential Information. In the event that the Receiving Party is required by law to make any disclosure of any of Disclosing Party’s Confidential Information, by subpoena, judicial or administrative order or otherwise, the Receiving Party shall first give written notice of such requirement to the Disclosing Party, and shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protection.

Use and Disclosure of Confidential Information. The Receiving Party: (a) will not use the Disclosing Party’s Use In consideration of each party disclosing its Confidential Information for any purpose except as permitted under this Agreement; (b) will not discloseto the other party, give access to, or distribute any the Recipient agrees: to use all Confidential Information of the Disclosing Party’s Party solely for the Purpose; to keep confidential all Confidential Information of the Disclosing Party (subject to any third party, except disclosure permitted under clause 2.2); and otherwise to comply with the terms of this agreement. Permitted disclosure The Recipient may disclose Confidential Information of the Disclosing Party to persons who: have a need to know (and only to the extent expressly authorized that each has a need to know for the Purpose); and before disclosure: in this Agreement or a separate written agreement signed the case of the Recipient's officers, employees and professional and legal advisers, have been directed by the Recipient to keep confidential all Confidential Information of the Disclosing Party; and (c) will take reasonable security precautions (which will be at least in the case of other persons, have agreed in writing with the Recipient to comply with substantially the same obligations in respect of Confidential Information of the Disclosing Party as protective as those imposed on the precautions it takes Recipient under this agreement. Disclosure required by law If the Recipient is required by law to preserve its own disclose any Confidential Information of a similar natureDisclosing Party to a third person (including, but not limited to, government) to safeguard the Recipient must: before doing so: notify the Disclosing Party’s Confidential Information. Notwithstanding ; and give the foregoing, Disclosing Party a reasonable opportunity to take any steps that the Receiving Disclosing Party may disclose Confidential Information to those of its employees, directors, Affiliates, advisors, agents, contractors, and other representatives (“Representatives”) who need to know such information in order to exercise their respective rights and obligations hereunder, provided that each such Representative is bound considers necessary to protect the Confidential Information by confidentiality obligations substantially as protective as those set forth in this Agreement. The Receiving Party will be responsible for its Representatives’ disclosure or use of that information; and notify the third person that the information is confidential information of the Disclosing Party’s Confidential Information . No obligation to disclose Nothing in violation of Section 6 (Confidentiality). The Receiving Party will promptly notify the Disclosing Party in writing upon discovery of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information, or any other breach of Section 6, by it or this agreement obliges a party to disclose its Representatives. The Receiving Party’s obligations set forth in Section 6 will remain in effect during the Term and for three (3) years after termination of this Agreement. The disclosure of Confidential Information to the Receiving Party does other party and each party retains the discretion not grant or convey to disclose its Confidential Information to the other party. Acknowledgment Each party acknowledges that it is aware that any right breach of ownership of such Confidential Informationthis agreement will result in the other party suffering damage.

Use and Disclosure of Confidential Information. The Disclosing Party’s Confidential Information constitutes valuable trade secrets and proprietary information of the Disclosing Party. Each Receiving Party: Party will (a) will not use hold the Disclosing Party’s Confidential Information for any purpose except as permitted under this Agreement; (b) will not disclose, give access to, or distribute any in strict confidence and take reasonable measures to protect the confidentiality of the Disclosing Party’s Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to any third partyits own confidential materials), except to the extent expressly authorized in this Agreement or a separate written agreement signed by the Disclosing Party; and (cb) will take reasonable security precautions (which will be at least as protective as use the precautions it takes to preserve its own Confidential Information of a similar nature) to safeguard the Disclosing Party’s Confidential Information. Notwithstanding Party solely in accordance with the foregoing, provisions of the Agreement; provided that each Receiving Party may disclose Confidential Information to those of its employees, directors, Affiliates, advisors, agents, contractors, and other representatives (“Representatives”) who need to know such information in order to exercise their respective rights and obligations hereunder, provided that each such Representative is bound to protect the Confidential Information by confidentiality obligations substantially as protective as those set forth in this Agreement. The Receiving Party will be responsible for its Representatives’ disclosure or use of the Disclosing Party’s Confidential Information (i) to the Receiving Party’s employees, officers, directors, consultants, and contractors who have a need to know and are legally bound by written agreements imposing confidentiality and nonuse obligations with respect to such Confidential Information no less restrictive than those set forth in violation of this Section 6 6, or (Confidentialityii) as reasonably deemed by the Receiving Party to be required by law (in which case such Receiving Party will provide the Disclosing Party with prior written notification thereof, will provide such the Disclosing Party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure, each to the extent permitted by applicable law). The In the event of actual or threatened breach of the provisions of this Section 6, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each Receiving Party will promptly notify the Disclosing Party other in writing upon discovery if it becomes aware of any unauthorized disclosure or use violations of the Disclosing Party’s Confidential Information, or any other breach of Section 6, by it or its Representatives. The Receiving Party’s confidentiality obligations set forth in Section 6 will remain in effect during the Term and for three (3) years after termination of this Agreement. The disclosure of Confidential Information to the Receiving Party does not grant or convey any right of ownership of such Confidential Information.

Use and Disclosure of Confidential Information. The Receiving Party: (a) will Party agrees that it shall not use the any of a Disclosing Party’s Confidential Information for any purpose except as permitted under this Agreement; (b) will not reason other than the Purpose, or copy or otherwise reproduce Disclosing Party’s Confidential Information, or disclose, give access to, disseminate or distribute otherwise communicate in whole or in part any of the Disclosing Party’s Confidential Information to any third party, except to the extent expressly authorized in this Agreement or a separate written agreement signed by the Disclosing Party; and (c) will take reasonable security precautions (which will be at least as protective as the precautions it takes to preserve its own Confidential Information of a similar nature) to safeguard . Receiving Party may disclose the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to those of its employeesofficers, directors, Affiliates, advisors, agentsemployees, contractors, and other representatives (“Representatives”including those of its Affiliates) or Corporate Advisors who have a need to know such information in order to exercise their respective rights and obligations hereunder, Confidential Information provided that each such Representative is bound to protect individuals have entered into agreements with the Confidential Information by Receiving Party with obligations of confidentiality no less stringent than the obligations substantially as protective as those set forth in of Receiving Party under this Agreement. The Where Confidential Information is disclosed verbally or visually and the Disclosing Party requires that the Receiving Party will maintain the confidential nature of the Confidential Information, the Disclosing Party shall express a verbal statement of confidentiality at the time of disclosure together with confirmation in writing within thirty (30) days of such disclosure. Receiving Party agrees that it shall safeguard Disclosing Party’s Confidential Information from disclosure to anyone other than as permitted hereby and, at a minimum, use efforts commensurate with those that Receiving Party employs for protecting the confidentiality of its own information, which it does not wish to disclose, which efforts shall in no event amount to less than a reasonable degree of care. In the event that a Receiving Party becomes legally compelled by law, regulation or order of court or administrative body to disclose any of a Disclosing Party’s Confidential Information, such Receiving Party shall be responsible for its Representatives’ disclosure entitled to disclose such Confidential Information subject to the requirements of this Section 2.4. Such Receiving Party shall provide the Disclosing Party with prompt written notice of such requirements so that the Disclosing Party may seek a protective order or use other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party agrees to furnish only that portion of the Disclosing Party’s Confidential Information which is legally required and to exercise best efforts to obtain assurances that the information disclosed will be treated in violation of Section 6 (Confidentiality). The Receiving Party will promptly notify the Disclosing Party in writing upon discovery of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information, or any other breach of Section 6, by it or its Representatives. The Receiving Party’s obligations set forth in Section 6 will remain in effect during the Term and for three (3) years after termination of this Agreement. The disclosure of Confidential Information to the Receiving Party does not grant or convey any right of ownership of such Confidential Informationconfidence.

Use and Disclosure of Confidential Information. The Receiving Party: (a) will not use the Disclosing Party’s Confidential Confidential Information for any purpose except as permitted under this Agreement; (b) will not disclose, give access to, or distribute any of the Disclosing Party’s Confidential Confidential Information to any third party, except to the extent expressly authorized in this Agreement or a separate written agreement signed by the Disclosing Party; and (c) will take reasonable security precautions (which will be at least as protective as the precautions it takes to preserve its own Confidential Confidential Information of a similar nature) to safeguard the Disclosing Party’s Confidential Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Confidential Information to those of its employees, directors, AffiliatesAffiliates, advisors, agents, contractors, and other representatives (“Representatives”) who need to know such information in order to exercise their respective rights and obligations hereunder, provided that each such Representative is bound to protect the Confidential Confidential Information by confidentiality confidentiality obligations substantially as protective as those set forth in this Agreement. The Receiving Party will be responsible for its Representatives’ disclosure or use of the Disclosing Party’s Confidential Confidential Information in violation of Section 6 8 (ConfidentialityConfidentiality). The Receiving Party will promptly notify in writing the Disclosing Party in writing upon discovery of any unauthorized disclosure or use of the Disclosing Party’s Confidential Confidential Information, or any other breach of Section 68, by it or its Representatives. The Receiving Party’s obligations set forth in Section 6 8 will remain in effect during the Term and for three (3) years after termination of this Agreement. The disclosure of Confidential Confidential Information to the Receiving Party does not grant or convey any right of ownership of such Confidential Confidential Information.

Use and Disclosure of Confidential Information. The Receiving Party: (a) will not use the Disclosing Party’s Confidential Information of the Discloser Party for any purpose except as permitted under in this Agreement; (b) b You will not disclose, give access to, to or distribute any confidential information of the Disclosing Party’s Confidential Information disclosing party to any third partyparties, except to the extent expressly authorized in this Agreement or a separate written agreement signed by the Disclosing Developer Party; and (c) will take reasonable security precautions (which will be at least as protective as the precautions it takes necessary to preserve its your own Confidential Information of a similar nature) to safeguard the Disclosing Party’s 's Confidential Information. Notwithstanding Despite the foregoing, the Receiving Party may disclose Confidential Information to those of its employees, directors, Affiliatesaffiliates, advisors, agents, contractors, and other representatives others (“Representatives”) who need to know such information in order to exercise their respective rights and obligations hereunderherein under the command, provided that each such Representative of these Representatives is bound required to protect the Confidential Information confidential information by confidentiality obligations substantially as protective as those set forth in this Agreement. The Receiving Party will shall be responsible for its Representatives’ the disclosure or use of the Disclosing Party’s Confidential Information confidential information of its representatives in violation of Section 6 (Confidentiality). The Receiving Party will shall promptly notify the Disclosing Developer Party in writing upon discovery of any unauthorized disclosure or unauthorized use of the Disclosing Disclosure Party’s 's Confidential Information, or any other breach of Section 6, 6 by it or its Representatives. The obligations of the Receiving Party’s obligations Party set forth in Section 6 will shall remain in effect during the Term of Office and for three (3) years after following termination of this Agreement. The disclosure Disclosure of Confidential Information to the Receiving Party does not grant or convey transmit any right of to ownership of such Confidential Information.. 6.3