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 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 authorised 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 on the condition that each such Representative is bound to protect the Confidential Confidential Information by confidentiality confidentiality obligations substantially as protective as those set forth out 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 (ConfidentialityConfidentiality). The Receiving Party will promptly notify the Disclosing Party in writing upon discovery of any unauthorized unauthorised disclosure or use of the Disclosing Party’s Confidential Confidential Information, or any other breach of Section 6, by it or its Representatives. The Receiving Party’s obligations set forth out in Section 6 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 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. 2.1 The Receiving Party shall only use the Confidential Information internally solely for the purpose of evaluating a potential business relationship between the Receiving Party and the Disclosing Party (the “Permitted Purpose”). The Receiving Party must keep secret and shall never, without the prior written consent of the Disclosing Party: , directly or indirectly, disclose, publish, divulge, furnish or make accessible to anyone all or any portion of the Confidential Information, other than furnishing such Confidential Information to (a) will the Receiving Party’s employees and consultants who are required to have access to such Confidential Information in connection with the Permitted Purpose, and (b) Receiving Party’s professional advisers (e.g., lawyers and accountants), in each case, during the time that the Receiving Party is permitted to retain such Confidential Information hereunder; provided that any and all such employees, consultants are bound by written agreements or, in the case of professional advisers, ethical duties, respecting the Confidential Information in the manner set forth in this Agreement. 2.2 The Receiving Party shall use at least reasonable care and adequate measures to protect the confidentiality of the Confidential Information of the Disclosing Party and to ensure that any Confidential Information of the Disclosing Party is not use disclosed or otherwise made available to other persons or used in violation of this Agreement. Without limiting any of the foregoing, 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. 2.3 In the event that the Receiving Party is required by law to make any disclosure of any of the Confidential Information of the Disclosing Party, 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. 2.4 The Receiving Party agrees to notify the Disclosing Party promptly in writing if (a) the Receiving Party becomes aware of any breach of this Agreement with respect to the Confidential Information of the Disclosing Party in the Receiving Party’s possession; (b) subsequent to disclosure of any Confidential Information by the Disclosing Party, information is disclosed to the Receiving Party in the manner described in Section 1.2; or (c) upon disclosure of Confidential Information by the Disclosing Party, the Receiving Party has prior knowledge of the same. 2.5 The Receiving Party shall not embody any of the Confidential Information of the Disclosing Party in any of the Receiving Party’s products, processes or services, or duplicate or exploit any of such Confidential Information in the Receiving Party’s business, or file any patent application, utility model or design application based upon, derived from, or disclosing any Confidential Information of the Disclosing Party or otherwise use any of the Confidential Information for any purpose except as permitted under this Agreement; (b) will not disclose, give access to, or distribute any of other than for 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 InformationPermitted Purpose.

Use and Disclosure of Confidential Information. The Receiving Party: (a) will not Party agrees that it shall not: use any of the Disclosing Party’s Confidential Information for any purpose except as permitted under this Agreementreason other than the Purpose; (b) will not or disclose, give access todisseminate or otherwise communicate, in whole or distribute 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 . Receiving Party may disclose 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 ’s Confidential Information to those of its officers, directors, employees, (including those of its Affiliates) or Corporate Advisors who have a similar nature) need to safeguard know such Confidential Information provided that such individuals are bound by obligations of confidentiality to the Receiving Party or have entered into agreements with the Receiving Party with obligations of confidentiality no less stringent than those of this Agreement. The Receiving Party shall be liable to Disclosing Party for all actions of its Affiliates, Corporate Advisors, employees, officers, directors and those of its Affiliates that result in the unauthorized disclosure of the Disclosing Party’s Confidential Information. Notwithstanding Receiving Party shall not disclose Disclosing Party’s Confidential Information to anyone other than as permitted herein and shall use efforts commensurate with those that it employs for protecting the foregoingconfidentiality of its own information, which efforts shall in no event be 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 entitled to disclose such Confidential Information subject to the requirements of this Section 2.5. Such Receiving Party shall provide the Disclosing Party with prompt written notice of such requirements so that the Disclosing Party may, at its sole expense, seek a protective order or 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 may disclose Confidential Information agrees 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 furnish only 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 portion 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 Informationwhich is legally required.

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 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. a. The Receiving PartyParty will neither: (a) will not i. Except in exercising its rights and performing its obligations under this Agreement, disclose or provide any third party access to the Disclosing Party’s Confidential Information, directly or indirectly, except as authorized by this Agreement or by the Disclosing Party and/or its Affiliates in writing; nor ii. Except in exercising its rights and performing its obligations under this Agreement, use or reproduce the Disclosing Party’s Confidential Information for any purpose except as permitted under other than in accordance with the terms of 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 . b. The Receiving Party may disclose Confidential Information Information: i. to those of its employees, directors, Representatives and to its Affiliates, advisorssubcontractors, agents, contractorssublicensees, and other representatives (“Representatives”) their respective Representatives who need to know such the information in order to exercise their respective rights for the purpose of this Agreement and who have contractual 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’ prohibit any disclosure or and use of the Disclosing Party’s Confidential Information in violation of Section 6 (Confidentiality)prohibited by this Agreement. The Receiving Party will promptly notify is responsible to the Disclosing Party in writing upon discovery of for any unauthorized disclosure, use of or access to Confidential Information by any such persons. ii. to a Governmental Authority to the extent compelled by Applicable Law, subject to the Receiving Party giving, to the extent permissible under Applicable Law, the Disclosing Party reasonable advance notice of the disclosure and cooperating with the Disclosing Party if the Disclosing Party asserts any legal rights to minimize or prevent such disclosure. In the event that such protective order or other remedy is not obtained to prevent such disclosure, or that Disclosing Party waives compliance with the provisions hereof, the Receiving Party agrees to furnish only that portion of the Confidential Information of the Disclosing Party which it is legally required to furnish. Any disclosure of Confidential Information pursuant to this Section 3.8.2(b) shall not affect or lessen the Receiving Party’s obligations hereunder. iii. in communications to its attorneys or accountants who have a professional obligation to maintain such information in confidence. The Receiving Party is responsible to the Disclosing Party for disclosure or use by any such persons of the Disclosing License Agreement Party’s Confidential Information, or access to the Disclosing Party’s Confidential Information, or any other breach of Section 6, not authorized by it or its Representatives. The Receiving the Disclosing 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 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 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.

Use and Disclosure of Confidential Information. The 2.1 Receiving Party: (a) Party agrees that Confidential Information received by it from Disclosing Party will not use be used internally solely for the purpose of evaluating a potential business relationship between the Receiving Party and the Disclosing Party’s , or any business related thereto, (the “Permitted Purpose”), and will not be used for any other purpose whatsoever. Receiving Party‌ 2-17-23 will use at least the same degree of care to maintain the confidentiality of the Confidential Information for any purpose except as permitted under this Agreement; (b) Receiving Party uses to protect its own Confidential Information, but in no event less than reasonable care. 2.2 Receiving Party agrees that it will not disclosenot, give access to, or distribute any without the prior written consent of the Disclosing Party’s , directly or indirectly, disclose all or any portion of the Confidential Information to any third partyparty except that Confidential Information may be disclosed to (a) Associated Persons who have a “need-to-know” the Confidential Information for the Permitted Purpose and (b) existing and prospective investors and/or acquirers that are contemplating a potential investment in or the acquisition of the Receiving Party and professional advisers (e.g., except lawyers and accountants); provided, however, that any and all such Associated Persons, investors and acquirers are bound by agreements or, in the case of professional advisers, ethical duties, to treat, hold and maintain such Confidential Information in accordance with the terms and conditions of this Agreement. 2.3 Notwithstanding anything to the contrary herein, Receiving Party is free to make (and this Agreement does not restrict) disclosure of any Confidential Information in a judicial, legislative or administrative investigation or proceeding or to a government or other regulatory agency; provided, however, that, to the extent expressly authorized in this Agreement or a separate written agreement signed permitted 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 foregoinglaw, the Receiving Party may disclose Confidential Information provides to those Disclosing Party prior notice of its employees, directors, Affiliates, advisors, agents, contractors, the intended disclosure and other representatives (“Representatives”) who need permits Disclosing Party to know such information in order to exercise their respective rights and obligations hereunder, provided that each such Representative is bound intervene therein to protect its interests in 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. 2.4 The Parties agree to maintain the existence, terms and conditions of this Agreement and all discussions carried out thereunder in confidence, and to reveal the same to third parties only as required by process of law.

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. 2.1. The Receiving Party: (a) will not Party shall only use the Disclosing Party’s Confidential Information internally solely for any the purpose except as permitted under this Agreement; of evaluating a potential business relationship between the Receiving Party and the Disclosing Party (b) will not disclosethe “Permitted Purpose”). The Receiving Party shall not, give access to, or distribute any without the prior written consent of the Disclosing Party’s , directly or indirectly, disclose to anyone all or any portion of the Confidential Information, other than furnishing such Confidential Information to any third party(a) Associated Persons who are required to have access to such Confidential Information in connection with the Permitted Purpose, 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 professional advisers (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 foregoinge.g., lawyers and accountants); provided that the Receiving Party may disclose Confidential Information uses commercially reasonable efforts to those ensure that any and all such Associated Persons are bound by agreements or, in the case of its employeesprofessional advisers, directorsethical duties, 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 respecting the Confidential Information by confidentiality obligations substantially as protective as those in the manner set forth in this Agreement. 2.2. The Receiving Party will be responsible for its Representatives’ disclosure or shall use at least reasonable care and adequate measures to protect the confidentiality of the Confidential Information of the Disclosing Party’s . Without 2.3. In the event that the Receiving Party is required by law to make any disclosure of any of the Confidential Information of the Disclosing Party, by subpoena, judicial or administrative order or otherwise, the Receiving Party shall give written notice of such requirement to the Disclosing Party, and shall permit the Disclosing Party to intervene in violation of Section 6 (Confidentiality)any relevant proceedings to protect its interests in the Confidential Information. 2.4. The Receiving Party will promptly agrees to notify the Disclosing Party promptly in writing upon discovery if the Receiving Party becomes aware of any unauthorized disclosure or use material breach of this Agreement with respect to the Confidential Information of the Disclosing Party’s Confidential Information, or any other breach of Section 6, by it or its Representatives. The Party in 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 Informationpossession.

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 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 2.1 Receiving PartyParty agrees that it shall not: (a) will not 2.1.1 use the any of a Disclosing Party’s Confidential Information for any purpose except as permitted under this Agreementreason other than the Purpose; 2.1.2 copy or otherwise reproduce Disclosing Party’s Confidential Information; (b) will not or 2.1.3 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 . 2.2 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, employees, (including those of its Affiliates, advisors, agents, contractors, and other representatives (“Representatives”) 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 individuals are bound by obligations of confidentiality to protect the Receiving Party or have entered into agreements with the Receiving Party with obligations of confidentiality no less stringent than those of this Agreement. 2.3 Receiving Party shall not disclose Disclosing Party’s Confidential Information to anyone other than as permitted herein and shall use efforts commensurate with those that it employs for protecting the confidentiality of its own information, which efforts shall in no event be less than a reasonable degree of care. 2.4 In the event that a Receiving Party becomes legally compelled by confidentiality obligations substantially as law, regulation or order of court or administrative body to disclose any of a Disclosing Party’s Confidential Information, such Receiving Party shall be 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 as those set forth in order or other appropriate remedy and/or waive compliance with the terms of this Agreement. The 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 will be responsible for its Representatives’ disclosure or use agrees to furnish only that portion 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 Informationwhich is legally required.

Use and Disclosure of Confidential Information. 2.1 The Receiving Party:Party shall, (a) will not 2.1.1 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 solely for the Purpose as protective as those set forth in this Agreement. The Receiving Party will be responsible for its Representatives’ disclosure or use of out above; 2.1.2 hold the Disclosing Party’s Confidential Information in violation of Section 6 (Confidentiality). The Receiving Party will promptly notify confidence and shall not sell, assign, transfer or otherwise disclose the Disclosing Party in writing upon discovery of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information, or any other breach information or materials derived therefrom, to any third party without the prior consent of Section 6the Disclosing Party, by save and except as otherwise provided herein; 2.1.3 employ at least the same degree of care to protect the secrecy and confidentially of the Confidential Information as it or is uses to protect its Representatives. The Receiving Party’s obligations set forth own confidential and proprietary information and materials, but in Section 6 will remain no event less than reasonable care; 2.1.4 maintain the Confidential Information in effect during a secure place and restrict the Term release, access and for three (3) years after termination use of this Agreement. The disclosure of the Confidential Information to those employees and officers who must have access to the Confidential Information consistent with the Purpose; and 2.1.5 ensure that each person to whom Confidential Information is disclosed to in accordance with Clause 2.1.4 is advised, prior to the disclosure, of the confidential nature of the Confidential Information. 2.2 The Receiving Party shall not, 2.2.1 remove any proprietary, copyright, trade secret or other proprietary rights legend from any form of Confidential Information; or 2.2.2 make any public announcement of disclosure concerning the contents of this Agreement beyond the disclosures authorized hereunder without the prior written consent of the other party unless otherwise required by law. 2.3 Immediately upon written request by the Disclosing Party, the Receiving Party does shall return all copies of the Confidential Information in its possession to the Disclosing Party or certify that all copies in its possession or control have been destroyed. 2.4 In the event of a breach of any of the foregoing provisions, the Parties agree that the harm suffered by the Disclosing Party would not grant be compensable by monetary damages alone and accordingly, that the Disclosing Party shall, in addition to other available legal or convey any right of ownership of equitable remedies, be entitled to an injunction against such Confidential Informationbreach.

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.