Common use of Use and Disclosure Restrictions Clause in Contracts

Use and Disclosure Restrictions. Neither Party will (i) use the other Party’s Confidential Information except as necessary for the performance of this Agreement or (ii) disclose such Confidential Information to any Person except to those of its and its Affiliates’ Representatives that need to know such Confidential Information for the purpose of performing this Agreement, provided that each such Representative is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each Party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but in no event less than the efforts that such Party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party: (a) pursuant to the law, order or requirement of a court, administrative agency, or other governmental or administrative body, provided that the Party required to make such disclosure gives reasonable notice to the other party to contest such order or requirement; (b) on a confidential basis to its and its Affiliates’ accountants, lawyers and other similar professional advisors, (c) on a confidential basis to actual and potential acquirers, lenders, investors and other similar transaction counterparties (and their counsel and similar professional advisors) as part of customary due diligence; and (d) other parties with the disclosing party’s prior written consent. Notwithstanding the foregoing sentence, the receiving Party and its Affiliates shall not disclose Source Code of the other Party to any Person other than its employees and contractors who have a need to know. Prior to any disclosure by a recipient under this Section 14.03, such recipient must have an appropriate agreement with any such person sufficient to require such Person to treat such information as confidential and abide by the terms herein. In addition, each Party may disclose the terms and conditions of this Agreement as required under applicable securities laws or regulations; provided that the Parties will mutually agree on any necessary redactions. This Section 14.03 will become effective as of the Effective Date.

Use and Disclosure Restrictions. Neither Party will (i) use the other Party’s The party receiving Confidential Information except as necessary for (“Recipient”) agrees: (a) to maintain the performance Confidential Information of this Agreement or the party disclosing such information (iithe “Discloser”) in strict confidence; (b) not to disclose such Confidential Information to any Person except third parties; and (c) not to those use any such Confidential Information for any purpose other than to exercise its rights or perform its obligations under this Agreement. Recipient will treat Confidential Information of the Discloser with the same degree of care as it accords to its own Confidential Information, but in no event with less than reasonable care. Recipient may disclose the Confidential Information of Discloser to its directors, officers, employees, and its Affiliates’ Representatives that subcontractors (collectively, “Representatives”), who have a bona fide need to know such Confidential Information for the purpose of performing this AgreementInformation, provided that each such Representative is subject to bound by a written agreement that includes binding use and disclosure restrictions that are at least legal obligation as protective of the other party’s Confidential Information as those set forth herein. Each Party Recipient’s obligations under this Section 12 will use all reasonable efforts to maintain continue in effect for a period of three (3) years from the confidentiality date of all such last disclosure of Confidential Information by Discloser, except that Customer’s obligations under this Section 12 will continue in its possession or control, but effect in no event less than the efforts that such Party ordinarily uses perpetuity with respect to its own proprietary information of similar nature and importanceKyligence Software. • Exclusions. The foregoing obligations of Recipient under Section 12(a) will not restrict either Party from disclosing apply to any Confidential Information of the other Partythat: (a) pursuant is now or thereafter becomes generally known or available to the lawpublic, order through no act or requirement omission on the part of a courtRecipient (or any of its Representatives, administrative agencyAffiliates, or other governmental agents) or administrative body, provided that the Party required any third party subject to make any use or disclosure restrictions with respect to such disclosure gives reasonable notice to the other party to contest such order or requirementConfidential Information; (b) on a confidential basis was known by or lawfully in the possession of Recipient, prior to its and its Affiliates’ accountantsreceiving such information from Discloser, lawyers and other similar professional advisors, without restriction as to use or disclosure; (c) on is rightfully acquired by Recipient from a confidential basis third party who has the right to actual disclose it and potential acquirers, lenders, investors and other similar transaction counterparties (and their counsel and similar professional advisors) who provides it without restriction as part of customary due diligenceto use or disclosure; and or (d) other parties with the disclosing party’s prior written consent. Notwithstanding the foregoing sentenceis independently developed by Recipient without access, the receiving Party and its Affiliates shall not disclose Source Code of the other Party use or reference to any Person other than its employees and contractors who have a need to know. Prior to any disclosure by a recipient under this Section 14.03, such recipient must have an appropriate agreement with any such person sufficient to require such Person to treat such information as confidential and abide by the terms herein. In addition, each Party may disclose the terms and conditions Confidential Information of this Agreement as required under applicable securities laws or regulations; provided that the Parties will mutually agree on any necessary redactions. This Section 14.03 will become effective as of the Effective DateDiscloser.

Use and Disclosure Restrictions. Neither Party Recipient will (i) not use the other PartyDiscloser’s Confidential Information Information, except as necessary for the Recipient’s performance of this Agreement or (ii) agreement, and Recipient will not disclose such Confidential Information to any Person third party, except to those of its employees, Affiliates, and its Affiliates’ Representatives subcontractors that need to know such Confidential Information for the purpose performance of performing this Agreementagreement, provided that each such Representative employee, Affiliates, and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each Party Recipient will use all reasonable efforts to strictly maintain the confidentiality of all such of Discloser’s Confidential Information in its possession or controlcontrol using the same degree of care as Recipient uses to protect its own confidential information, but in no event less than a reasonable degree of care given the efforts that such Party ordinarily uses with respect to its own proprietary information of similar nature and importancetype of Confidential Information in Recipient’s possession. The foregoing obligations will not restrict either Party Recipient from disclosing Confidential Information or the terms and conditions of the other Partythis agreement: (ai) pursuant to the law, order or requirement of a court, administrative agency, or other governmental or administrative body, provided that the Party required to make such disclosure Recipient (a) gives reasonable notice to the other party Discloser to enable it to contest such order or requirement, and (b) only discloses the limited portion of Confidential Information necessary to comply with such order or requirement; (bii) on a confidential basis to its and its Affiliates’ accountants, lawyers and other similar legal or professional financial advisors, ; or (c) on a confidential basis to actual and potential acquirers, lenders, investors and other similar transaction counterparties (and their counsel and similar professional advisorsiii) as part of customary due diligence; and (d) other parties with the disclosing party’s prior written consentrequired under applicable securities regulations. Notwithstanding the foregoing sentence, the receiving Party and its Affiliates shall not disclose Source Code of the other Party to any Person other than its employees and contractors who have a need to knowabove. Prior to any disclosure by a recipient under this Section 14.03, such recipient must have an appropriate agreement with any such person sufficient to require such Person to treat such information as confidential and abide by the terms herein. In addition, each either Party may disclose the terms and conditions of this Agreement as required under applicable securities laws agreement in confidence, to its advisors, accountants and attorneys, to potential strategic partners, or regulations; provided that the Parties will mutually agree on for due diligence purposes to any necessary redactions. This Section 14.03 will become effective as of the Effective Dateactual or prospective acquirer, underwriter, or investor (or their respective advisors, accountants, and attorneys).

Use and Disclosure Restrictions. Neither Party will (i) use 2.1. Recipient shall protect the other Party’s Confidential Information except as necessary for against unauthorized use or disclosure by using the performance same degree of this Agreement or (ii) disclose such Confidential Information to any Person except to those of its and its Affiliates’ Representatives that need to know such Confidential Information for the purpose of performing this Agreement, provided that each such Representative is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each Party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or controlcare, but in no event less than the efforts that such Party ordinarily a reasonable degree of care, as Recipient uses with respect to protect its own proprietary confidential information of similar nature and importancea like nature. The foregoing obligations will not restrict either Party Recipient shall be liable for damages resulting from disclosing unauthorized disclosure or use of Confidential Information of the Discloser only if such care is not used. The burden shall be upon the Recipient to show that such care was used. 2.2. Recipient will not use or disclose Discloser’s Confidential Information for any other Party: (a) pursuant purpose other than the Authorized Purpose. 2.3. Recipient shall endeavour to keep to a minimum the number of persons having access to the lawConfidential Information, order these persons (i) having a need to know in connection with the Authorized Purpose, (ii) have been advised of the information’s confidential status, and (iii) are subject to legally binding obligations of confidentiality as to such information no less restrictive than those contained in this Agreement. Recipient shall at all times be fully responsible to Discloser for the compliance by such persons with this Agreement. Furthermore the confidentiality and restricted use obligations imposed in this Agreement shall not preclude the disclosure of any Confidential Information to or requirement by Affiliates engaged within the Authorized Purpose. Disclosure by or to an Affiliate of a courtparty shall be deemed to be a disclosure under this Agreement, administrative agencyregardless to whom the Confidential Information belongs. 2.4. The Recipient agrees not to modify, analyse, reverse-engineer, decompile or other governmental disassemble the Confidential Information in any way in order to determine its composition or administrative bodybuild-up without the express prior written permission from the Discloser. 2.5. Each party shall have the right to refuse to accept any Confidential Information if it believes that receiving such Confidential Information would limit or restrict in any way the use of its own technology or otherwise impair its business interests, provided that the Party required while nothing herein shall oblige a party to make such disclosure gives reasonable notice disclose any particular information to the other party party. 2.6. Recipient shall promptly notify in writing if Recipient has reason to contest such order believe that unauthorized use or requirement; (b) on a confidential basis disclosure of any Confidential Information has occurred, and Recipient shall use its reasonable efforts to its and its Affiliates’ accountants, lawyers and other similar professional advisors, (c) on a confidential basis to actual and potential acquirers, lenders, investors and other similar transaction counterparties (and their counsel and similar professional advisors) as part of customary due diligence; and (d) other parties with the disclosing party’s prior written consent. Notwithstanding the foregoing sentence, the receiving Party and its Affiliates shall not disclose Source Code of the other Party to any Person other than its employees and contractors who have a need to know. Prior to any disclosure by a recipient under this Section 14.03, such recipient must have an appropriate agreement cooperate with any such person sufficient appropriate action taken by Discloser to require such Person to treat such information as confidential and abide by the terms herein. In addition, each Party may disclose the terms and conditions of this Agreement as required under applicable securities laws or regulations; provided that the Parties will mutually agree on any necessary redactions. This Section 14.03 will become effective as of the Effective Dateprotect Discloser’s proprietary rights.

Use and Disclosure Restrictions. Neither Party will (i) Recipient shall maintain the confidentiality of Disclosing Party’s Confidential Information and use the other same degree of care (but in no event less than a reasonable degree of care) to protect such Confidential Information as Recipient uses to protect its own similar Confidential Information. Recipient shall not discuss, use, disclose, reproduce, disassemble, decompile, or reverse engineer Disclosing Party’s Confidential Information except as necessary for the performance of permitted under this Agreement or as otherwise required by law. Subject to the foregoing: (iii) MSC may disclose such Newco Confidential Information to any Person except only to those advisors, employees and subcontractors of its and its Affiliates’ Representatives that MSC who have a need to know such Newco Confidential Information for the purpose purposes of performing providing the Services described in the applicable Statement of Work or to otherwise perform MSC’s obligations under this Agreement; and (ii) Newco may disclose MSC Confidential Information only to those advisors, employees and subcontractors of Newco who have a need to know MSC Confidential Information for the purposes of receiving the Services described in the applicable Statement of Work or for evaluating MSC’s performance under this Agreement, or to otherwise exercise Newco’s rights under this Agreement; provided that, each Party, as applicable, will ensure that each such Representative is subject any subcontractor to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each Party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but in no event less than the efforts that such Party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either Party from disclosing which it discloses Confidential Information of the other Party will maintain the confidentiality of such Confidential Information to at least the same extent as this Agreement requires of the Disclosing Party: (a) pursuant . Recipient shall take all reasonable measures to restrain Recipient’s advisors, employees and subcontractors from unauthorized use or disclosure of Disclosing Party’s Confidential Information. Notwithstanding any terms to the law, order or requirement of a court, administrative agency, or other governmental or administrative body, provided that the Party required to make such disclosure gives reasonable notice to the other party to contest such order or requirement; (b) on a confidential basis to its contrary and its Affiliates’ accountants, lawyers and other similar professional advisors, (c) on a confidential basis to actual and potential acquirers, lenders, investors and other similar transaction counterparties (and their counsel and similar professional advisors) as part of customary due diligence; and (d) other parties with the disclosing party’s prior written consent. Notwithstanding the foregoing sentence, the receiving Party and its Affiliates shall not disclose Source Code of the other Party to any Person other than its employees and contractors who have a need to know. Prior in addition to any disclosure by a recipient rights granted to Newco under this Section 14.03Agreement and any SOW, such recipient must have an appropriate agreement with any such person sufficient to require such Person to treat such information as confidential and abide by the terms herein. In addition, each either Party may disclose the terms MSC or Newco Confidential Information to state and conditions of this Agreement federal regulators and their designees, as required under applicable securities laws or regulations; provided that the Parties will mutually agree on any necessary redactions. This Section 14.03 will become effective as by law, and to Newco’s auditors in connection with audits of the Effective DateNewco.

Use and Disclosure Restrictions. Neither With respect to any Confidential Information either Party will receives (“Receiving Party”) from the other Party (“Disclosing Party”), the Receiving Party shall: (i) keep such information confidential; (ii) use the other same degree of care for the Disclosing Party’s Confidential Information except as necessary that it uses for the performance of this Agreement or (ii) disclose such its own Confidential Information to any Person except to those of its and its Affiliates’ Representatives that need to know such Confidential Information for the purpose of performing this Agreement, provided that each such Representative is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each Party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or controlInformation, but in no event with less than reasonable care; (iii) not use the efforts that such Party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either Party from disclosing Confidential Information other than in connection with the performance of the other Party: (a) pursuant to the law, order or requirement of a court, administrative agency, or other governmental or administrative body, provided that the Party required to make such disclosure gives reasonable notice to the other party to contest such order or requirement; (b) on a confidential basis to its and its Affiliates’ accountants, lawyers and other similar professional advisors, (c) on a confidential basis to actual and potential acquirers, lenders, investors and other similar transaction counterparties (and their counsel and similar professional advisors) as part of customary due diligencethis Agreement; and (div) other parties with not divulge the disclosing partyConfidential Information to Receiving Party’s prior written consent. Notwithstanding the foregoing sentenceemployees, the receiving Party and its Affiliates shall not disclose Source Code of the other Party to any Person other than its employees and contractors who agents or service providers, unless such personnel have a need to know. Prior know and have undertaken a written obligation to any disclosure by a recipient under this Section 14.03, such recipient must have an appropriate agreement keep the Confidential Information secret consistent with any such person sufficient to require such Person to treat such information as confidential and abide by the terms herein. In addition, each Party may disclose the terms and conditions of this Agreement as required under applicable securities laws or regulations; provided (“Authorized Personnel”). Receiving Party agrees to use all reasonable steps to ensure that the Parties will mutually agree on any necessary redactionsDisclosing Party’s Confidential Information is not disclosed by Receiving Party’s Authorized Personnel in violation of this PHX 331127018v1 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. This Section 14.03 will become effective as of the Effective DateCOMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

Use and Disclosure Restrictions. Neither Party will (i) Recipient shall maintain the confidentiality of Disclosing Party’s Confidential Information and use the other same degree of care (but in no event less than a reasonable degree of care) to protect such Confidential Information as Recipient uses to protect its own similar Confidential Information. Recipient shall not discuss, use, disclose, reproduce, disassemble, decompile, or reverse engineer Disclosing Party’s Confidential Information except as necessary for the performance of permitted under this Agreement or as otherwise required by law. Subject to the foregoing: (iii) SSM may disclose such Newco Confidential Information to any Person except only to those advisors, employees and subcontractors of its and its Affiliates’ Representatives that SSM who have a need to know such Newco Confidential Information for the purpose purposes of performing providing the Services described in the applicable Statement of Work or to otherwise perform SSM’s obligations under this Agreement; and (ii) Newco may disclose SSM Confidential Information only to those advisors, employees and subcontractors of Newco who have a need to know SSM Confidential Information for the purposes of receiving the Services described in the applicable Statement of Work or for evaluating SSM’s performance under this Agreement, or to otherwise exercise Newco’s rights under this Agreement; provided that, each Party, as applicable, will ensure that each such Representative is subject any subcontractor to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each Party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but in no event less than the efforts that such Party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either Party from disclosing which it discloses Confidential Information of the other Party will maintain the confidentiality of such Confidential Information to at least the same extent as this Agreement requires of the Disclosing Party: (a) pursuant . Recipient shall take all reasonable measures to restrain Recipient’s advisors, employees and subcontractors from unauthorized use or disclosure of Disclosing Party’s Confidential Information. Notwithstanding any terms to the law, order or requirement of a court, administrative agency, or other governmental or administrative body, provided that the Party required to make such disclosure gives reasonable notice to the other party to contest such order or requirement; (b) on a confidential basis to its contrary and its Affiliates’ accountants, lawyers and other similar professional advisors, (c) on a confidential basis to actual and potential acquirers, lenders, investors and other similar transaction counterparties (and their counsel and similar professional advisors) as part of customary due diligence; and (d) other parties with the disclosing party’s prior written consent. Notwithstanding the foregoing sentence, the receiving Party and its Affiliates shall not disclose Source Code of the other Party to any Person other than its employees and contractors who have a need to know. Prior in addition to any disclosure by a recipient rights granted to Newco under this Section 14.03Agreement and any SOW, such recipient must have an appropriate agreement with any such person sufficient to require such Person to treat such information as confidential and abide by the terms herein. In addition, each either Party may disclose the terms SSM or Newco Confidential Information to state and conditions of this Agreement federal regulators and their designees, as required under applicable securities laws or regulations; provided that the Parties will mutually agree on any necessary redactions. This Section 14.03 will become effective as by law, and to Newco’s auditors in connection with audits of the Effective DateNewco.