Common use of Use and Disclosure Restrictions Clause in Contracts

Use and Disclosure Restrictions. For period of * * * following the date of each disclosure thereof, neither party will use the other party’s Confidential Information except for the purposes of exercising its rights and fulfilling its obligations hereunder, and will not disclose such Confidential Information to any third party except to its employees and consultants as is reasonably required in connection with the exercise of its rights and the fulfillment of its obligations under this Agreement (and, in case of any consultants, only subject to binding use and disclosure restrictions at least as protective as those set forth herein to be executed in writing by such consultants). In addition, Fujitsu may disclose Transmeta’s Confidential Information to any (i) Fujitsu Subsidiary to which Fujitsu grants a sublicense pursuant to Section 2.2 hereof, (ii) to any third-party manufacturer of Fujitsu or such a sublicensed Fujitsu Subsidiary for the purpose of exercising its rights under Section 2.1(b); and (iii) to any third party customer of Fujitsu or such a sublicensed Fujitsu Subsidiary for the purpose of exercising its rights under Section 2.1; provided, that prior to any such disclosure, each such third party customer must execute a written non-disclosure agreement with Fujitsu that contains use and disclosure restrictions at least as protective as those set forth herein. Each party will use all reasonable efforts to protect and to maintain the confidentiality of all of the other party’s Confidential Information in its possession or control by using the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance, but in no event less than reasonable efforts. The foregoing obligations will not restrict either party from disclosing the terms of this Agreement: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party, to the extent reasonably practicable, so that the other party may contest such an order or requirement; (ii) on a confidential basis to its legal or professional financial advisors; (iii) as required under applicable securities regulations; and (iv) subject to execution of reasonable and customary written confidentiality agreements consistent with the restrictions set forth herein, to present or future providers of capital and/or potential investors in or acquirers of such party or its assets associated with the subject matter of this Agreement. * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Fujitsu / Transmeta Agreement 11 November, 2004

Use and Disclosure Restrictions. For period of * * * following the date of each disclosure thereof, neither Neither party will use the other party’s Confidential Information except for the purposes of exercising its rights and fulfilling its obligations hereunder, and will not disclose such Confidential Information to any third party except to its employees and consultants as is reasonably required in connection with the exercise of its rights and the fulfillment of its obligations under this Agreement (and, in case of any consultants, only subject to binding use and disclosure restrictions at least as protective as those set forth herein to be executed in writing by such consultants). In addition, Fujitsu Sony may disclose Transmeta’s Confidential Information to any (i) Fujitsu Sony Subsidiary to which Fujitsu Sony grants a sublicense pursuant to Section 2.2 hereof, (ii) to any third-party designer or manufacturer of Fujitsu Sony or such a sublicensed Fujitsu Sony Subsidiary for the purpose of exercising its rights under Section 2.1(b); and (iii) to any third third-party customer of Fujitsu Sony or such a sublicensed Fujitsu Sony Subsidiary for the purpose of exercising its rights under Section 2.1; provided, that prior to any such disclosure, each such third party customer must execute a written non-disclosure agreement with Fujitsu Sony that contains use and disclosure restrictions at least as protective as those set forth herein. Each party will use all reasonable efforts to protect and to maintain the confidentiality of all of the other party’s Confidential Information in its possession or control by using the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance, but in no event less than reasonable efforts. The foregoing obligations will not restrict either party from disclosing the terms of this Agreement: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party, to the extent reasonably practicable, so that the other party may contest such an order or requirement; (ii) on a confidential basis to its legal or professional financial advisors; (iii) as required under applicable securities regulations; and (iv) subject to execution of reasonable and customary written confidentiality agreements consistent with the restrictions set forth herein, to present or future providers of capital and/or potential investors in or acquirers of such party or its assets associated with the subject matter of this Agreement. * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Fujitsu / Transmeta Agreement 11 November, 2004.

Use and Disclosure Restrictions. For period of * * * following the date of each disclosure thereof, neither party Neither Party will (i) use the other partyParty’s Confidential Information except as necessary for the purposes performance of exercising its rights and fulfilling its obligations hereunder, and will not this Agreement or (ii) disclose such Confidential Information to any third party Person except to its employees and consultants as is reasonably required in connection with the exercise those of its rights and its Affiliates’ Representatives that need to know such Confidential Information for the fulfillment purpose of its obligations under performing this Agreement (andAgreement, in case of any consultants, only provided that each such Representative is subject to a written agreement that includes binding use and disclosure restrictions at least as protective as those set forth herein to be executed in writing by such consultants). In addition, Fujitsu may disclose Transmeta’s Confidential Information to any (i) Fujitsu Subsidiary to which Fujitsu grants a sublicense pursuant to Section 2.2 hereof, (ii) to any third-party manufacturer of Fujitsu or such a sublicensed Fujitsu Subsidiary for the purpose of exercising its rights under Section 2.1(b); and (iii) to any third party customer of Fujitsu or such a sublicensed Fujitsu Subsidiary for the purpose of exercising its rights under Section 2.1; provided, that prior to any such disclosure, each such third party customer must execute a written non-disclosure agreement with Fujitsu that contains use and disclosure restrictions are at least as protective as those set forth herein. Each party Party will use all reasonable efforts to protect and to maintain the confidentiality of all of the other party’s such Confidential Information in its possession or control by using control, but in no event less than the efforts that such party Party ordinarily uses with respect to its own proprietary information of similar nature and importance, but in no event less than reasonable efforts. The foregoing obligations will not restrict either party Party from disclosing Confidential Information of the terms of this Agreementother Party: (ia) pursuant to the law, order or requirement of a court, administrative agency, or other governmental or administrative body, provided that the party Party required to make such a disclosure gives reasonable notice to the other party, party to the extent reasonably practicable, so that the other party may contest such an order or requirement; (iib) on a confidential basis to its legal or and its Affiliates’ accountants, lawyers and other similar professional financial 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 (iiid) 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; and (iv) subject to execution provided that the Parties will mutually agree on any necessary redactions. This Section 14.03 will become effective as of reasonable and customary written confidentiality agreements consistent with the restrictions set forth herein, to present or future providers of capital and/or potential investors in or acquirers of such party or its assets associated with the subject matter of this Agreement. * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Fujitsu / Transmeta Agreement 11 November, 2004Effective Date.

Use and Disclosure Restrictions. For period of * * * following the date of each disclosure thereof, neither The party will use the other party’s receiving Confidential Information except for (“Recipient”) agrees: (a) to maintain the purposes Confidential Information of exercising its rights and fulfilling its obligations hereunder, and will the party disclosing such information (the “Discloser”) in strict confidence; (b) not to disclose such Confidential Information to any third party except parties; and (c) not to its employees and consultants as is reasonably required in connection with the use any such Confidential Information for any purpose other than to exercise of its rights and the fulfillment of or perform its obligations under this Agreement 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 subcontractors (andcollectively, in case of any consultants“Representatives”), only subject who have a bona fide need to binding use and disclosure restrictions at least know such Confidential Information, provided that each such Representative is bound by a legal obligation as protective as those set forth herein to be executed in writing by such consultants). In addition, Fujitsu may disclose Transmeta’s Confidential Information to any (i) Fujitsu Subsidiary to which Fujitsu grants a sublicense pursuant to Section 2.2 hereof, (ii) to any third-party manufacturer of Fujitsu or such a sublicensed Fujitsu Subsidiary for the purpose of exercising its rights under Section 2.1(b); and (iii) to any third party customer of Fujitsu or such a sublicensed Fujitsu Subsidiary for the purpose of exercising its rights under Section 2.1; provided, that prior to any such disclosure, each such third party customer must execute a written non-disclosure agreement with Fujitsu that contains use and disclosure restrictions at least as protective as those set forth herein. Each party will use all reasonable efforts to protect and to maintain the confidentiality of all of the other party’s Confidential Information as those set forth herein. Recipient’s obligations under this Section 12 will continue in its possession or control effect for a period of three (3) years from the date of last disclosure of Confidential Information by using the efforts Discloser, except that such party ordinarily uses Customer’s obligations under this Section 12 will continue in effect in perpetuity with respect to its own proprietary information of similar nature and importance, but in no event less than reasonable effortsKyligence Software. • Exclusions. The foregoing obligations of Recipient under Section 12(a) will not restrict either party from disclosing the terms of this Agreementapply to any Confidential Information that: (ia) pursuant is now or thereafter becomes generally known or available to the order public, through no act or requirement omission on the part of a courtRecipient (or any of its Representatives, administrative agencyAffiliates, or other governmental body, provided that the agents) or any third party required subject to make any use or disclosure restrictions with respect to such a disclosure gives reasonable notice to the other party, to the extent reasonably practicable, so that the other party may contest such an order or requirementConfidential Information; (iib) on a confidential basis was known by or lawfully in the possession of Recipient, prior to its legal receiving such information from Discloser, without restriction as to use or professional financial advisorsdisclosure; (iiic) is rightfully acquired by Recipient from a third party who has the right to disclose it and who provides it without restriction as required under applicable securities regulationsto use or disclosure; and or (ivd) subject is independently developed by Recipient without access, use or reference to execution any Confidential Information of reasonable and customary written confidentiality agreements consistent with the restrictions set forth herein, to present or future providers of capital and/or potential investors in or acquirers of such party or its assets associated with the subject matter of this Agreement. * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Fujitsu / Transmeta Agreement 11 November, 2004Discloser.

Use and Disclosure Restrictions. For period of * * * following the date of each disclosure thereof, neither party Recipient will not use the other partyDiscloser’s Confidential Information Information, except as necessary for the purposes Recipient’s performance of exercising its rights and fulfilling its obligations hereunderthis agreement, and Recipient will not disclose such Confidential Information to any third party party, except to its employees and consultants as is reasonably required in connection with the exercise those of its rights employees, Affiliates, and subcontractors that need to know such Confidential Information for the fulfillment performance of its obligations under this Agreement (andagreement, in case of any consultantsprovided that each such employee, only Affiliates, and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions at least as protective as those set forth herein to be executed in writing by such consultants). In addition, Fujitsu may disclose Transmeta’s Confidential Information to any (i) Fujitsu Subsidiary to which Fujitsu grants a sublicense pursuant to Section 2.2 hereof, (ii) to any third-party manufacturer of Fujitsu or such a sublicensed Fujitsu Subsidiary for the purpose of exercising its rights under Section 2.1(b); and (iii) to any third party customer of Fujitsu or such a sublicensed Fujitsu Subsidiary for the purpose of exercising its rights under Section 2.1; provided, that prior to any such disclosure, each such third party customer must execute a written non-disclosure agreement with Fujitsu that contains use and disclosure restrictions are at least as protective as those set forth herein. Each party Recipient will use all reasonable efforts to protect and to strictly maintain the confidentiality of all of the other partyDiscloser’s Confidential Information in its possession or control by using the efforts that such party ordinarily same degree of care as Recipient uses with respect to protect its own proprietary information of similar nature and importanceconfidential information, but in no event less than a reasonable effortsdegree of care given the nature and type 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 this Agreementagreement: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure Recipient (a) gives reasonable notice to the other party, Discloser to the extent reasonably practicable, so that the other party may enable it to contest such an order or requirement, and (b) only discloses the limited portion of Confidential Information necessary to comply with such order or requirement; (ii) on a confidential basis to its legal or professional financial advisors; or (iii) as required under applicable securities regulations; and (iv) subject to execution . Notwithstanding the above. either Party may disclose the terms of reasonable and customary written confidentiality agreements consistent with the restrictions set forth hereinthis agreement in confidence, to present its advisors, accountants and attorneys, to potential strategic partners, or future providers of capital and/or potential investors in for due diligence purposes to any actual or acquirers of such party prospective acquirer, underwriter, or its assets associated with the subject matter of this Agreement. * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities investor (or their respective advisors, accountants, and Exchange Commission. Fujitsu / Transmeta Agreement 11 November, 2004attorneys).

Use and Disclosure Restrictions. For a period of * * * following five (5) years from the date of each disclosure thereofEffective Date, neither party Party (“Receiving Party”) will use the other partyParty’s (“Disclosing Party”) Confidential Information except for the purposes of exercising its rights and fulfilling its obligations hereunder, and will not disclose such Confidential Information to any third party except to its employees and consultants as is reasonably required in connection with the exercise of its rights and the fulfillment of its obligations under this Agreement (and, in case of any consultants, only subject to binding use and disclosure restrictions at least as protective as those set forth herein to be executed in writing by such consultantsprotecting the Receiving Party’s own Confidential Information). In addition, Fujitsu Intel may disclose Transmeta’s Confidential Information to any (i) Fujitsu Intel Subsidiary to which Fujitsu Intel grants a sublicense pursuant to Section 2.2 hereof, (ii) to any third-party designer or manufacturer of Fujitsu Intel or such a sublicensed Fujitsu Intel Subsidiary for the purpose of exercising its rights under Section 2.1(bSections 2.1(a)(i) and 2.1(a)(ii); and (iii) to any third third-party customer of Fujitsu Intel or such a sublicensed Fujitsu Intel Subsidiary for the purpose of exercising its rights under Section 2.1; provided, that prior to any such disclosure, each such third party customer must execute a written non-disclosure agreement with Fujitsu Intel that contains use and disclosure restrictions at least as protective as those set forth hereinprotecting Intel’s own Confidential Information. Each party Party will use all reasonable efforts to protect and to maintain the confidentiality of all of the other partyParty’s Confidential Information in its possession or control by using the efforts that such party Party ordinarily uses with respect to its own proprietary information Confidential Information of similar nature and importance, but in no event less than reasonable efforts. The foregoing obligations will not restrict either party Party from disclosing the terms of this Agreement: (i) pursuant to the order or requirement of a court, court administrative agency, or other governmental body, provided that the party Party required to make such a disclosure gives reasonable notice to the other partyParty, to the extent reasonably practicable, so that the other party Party may contest such an order or requirementrequirement or seek confidential treatment; (ii) on a confidential basis to its legal or professional financial advisors; (iii) as required under applicable securities regulations; and (iv) subject to execution of reasonable and customary written confidentiality agreements consistent with the restrictions set forth herein, to present or future providers of capital and/or potential investors in or acquirers of such party Party or its assets associated with the subject matter of this Agreement. * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Fujitsu / Transmeta Agreement 11 November, 2004.

Use and Disclosure Restrictions. For period of * * * following the date of each disclosure thereof, neither Each party will shall not use the other party’s Confidential Information except for the purposes of exercising as necessary to exercise its rights and fulfilling or perform its obligations hereunderunder this Agreement, or as expressly permitted by this Agreement. Each party shall not disclose the other party’s Confidential Information to any third party, and will not shall only disclose such Confidential Information to any third party except to its employees and consultants as is reasonably required in connection with the exercise those of its rights employees, contractors and agents that need to know such Confidential Information for the fulfillment purposes of its obligations under this Agreement (andAgreement, in case of any consultantsprovided that each such employee, only contractor or agent is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set EXECUTION VERSION forth herein to be executed in writing by such consultants). In addition, Fujitsu may disclose Transmeta’s Confidential Information to any (i) Fujitsu Subsidiary to which Fujitsu grants a sublicense pursuant to Section 2.2 hereof, (ii) to any third-party manufacturer of Fujitsu or such a sublicensed Fujitsu Subsidiary for the purpose of exercising its rights under Section 2.1(b); and (iii) to any third party customer of Fujitsu or such a sublicensed Fujitsu Subsidiary for the purpose of exercising its rights under Section 2.1; provided, that prior to any such disclosure, each such third party customer must execute a written non-disclosure agreement with Fujitsu that contains use and disclosure restrictions at least as protective as those set forth hereinthis Agreement. Each party will use all reasonable efforts to protect and to maintain the confidentiality of all Confidential Information of the other party’s Confidential Information party in its possession or control by using the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importancecontrol, but in no event less than reasonable effortscare. The foregoing obligations will not restrict either party from disclosing Confidential Information of the terms of this Agreement: other party (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the extent reasonably practicable, so that the other party may contest scope of such an order required disclosure or requirement; (ii) on a an as-needed, confidential basis to its legal or professional financial advisors; (iii) as required under applicable securities regulations; and (iv) subject to execution of reasonable and customary written confidentiality agreements consistent with . Without limiting the restrictions set forth hereinin Section 2, the foregoing obligations will not apply to present any information that the receiving party can demonstrate with competent evidence (i) is or future providers becomes generally known to the public through no fault of capital and/or potential investors in or acquirers of such party or its assets associated with the subject matter breach of this Agreement. * * * Confidential treatment has been requested for portions Agreement by the receiving party, (ii) was rightfully known by the receiving party at the time of this exhibit. The copy filed herewith omits disclosure without an obligation of confidentiality as shown by the information subject contemporaneous records of the receiving party, (iii) is independently developed by the receiving party without use of, reference, or access to the confidential request. Omissions are designated disclosing party’s Confidential Information as * * *. A complete version shown by the written records of this exhibit has been filed separately with the Securities and Exchange Commission. Fujitsu / Transmeta Agreement 11 Novemberreceiving party, 2004or (iv) the receiving party rightfully obtains from a third party that had the right to make such disclosure without an obligation of confidentiality.

Use and Disclosure Restrictions. For period of * * * following the date of each disclosure thereof, neither party will use the other party’s Confidential Information except for the purposes of exercising its rights and fulfilling its obligations hereunder, and will not disclose such Confidential Information to any third party except to its employees and consultants as is reasonably required in connection with the exercise of its rights and the fulfillment of its obligations under this Agreement (and, in case of any consultants, only subject to binding use and disclosure restrictions at least as protective as those set forth herein to be executed in writing by such consultants). In addition, Fujitsu may disclose Transmeta’s Confidential Information to any (i) Fujitsu Subsidiary to which Fujitsu grants a sublicense pursuant to Section 2.2 hereof, (ii) to any third-party manufacturer of Fujitsu or such a sublicensed Fujitsu Subsidiary for the purpose of exercising its rights under Section 2.1(b); and (iii) to any third party customer of Fujitsu or such a sublicensed Fujitsu Subsidiary for the purpose of exercising its rights under Section 2.1; provided, that prior to any such disclosure, each such third party customer must execute a written non-disclosure agreement with Fujitsu that contains use and disclosure restrictions at least as protective as those set forth herein. Each party will use all reasonable efforts to protect and to Recipient shall maintain the confidentiality of all of the other partyDisclosing Party’s Confidential Information in its possession or control by using and use the efforts that such party ordinarily uses with respect to its own proprietary information same degree of similar nature and importance, care (but in no event less than a reasonable effortsdegree of care) to protect such Confidential Information as Recipient uses to protect its own similar Confidential Information. The foregoing obligations will Recipient shall not restrict either party from disclosing discuss, use, disclose, reproduce, disassemble, decompile, or reverse engineer Disclosing Party’s Confidential Information except as permitted under this Agreement or as otherwise required by law. Subject to the terms of this Agreementforegoing: (i) pursuant SSM may disclose Newco Confidential Information only to those advisors, employees and subcontractors of SSM who have a need to know Newco Confidential Information for the order purposes of providing the Services described in the applicable Statement of Work or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party, to the extent reasonably practicable, so that the other party may contest such an order or requirementotherwise perform SSM’s obligations under this Agreement; and (ii) on Newco may disclose SSM Confidential Information only to those advisors, employees and subcontractors of Newco who have a confidential basis need to its legal know SSM Confidential Information for the purposes of receiving the Services described in the applicable Statement of Work or professional financial 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 any subcontractor to 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. Recipient shall take all reasonable measures to restrain Recipient’s advisors; (iii) , employees and subcontractors from unauthorized use or disclosure of Disclosing Party’s Confidential Information. Notwithstanding any terms to the contrary and in addition to any disclosure rights granted to Newco under this Agreement and any SOW, either Party may disclose SSM or Newco Confidential Information to state and federal regulators and their designees, as required under applicable securities regulations; by law, and (iv) subject to execution Newco’s auditors in connection with audits of reasonable and customary written confidentiality agreements consistent with the restrictions set forth herein, to present or future providers of capital and/or potential investors in or acquirers of such party or its assets associated with the subject matter of this Agreement. * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Fujitsu / Transmeta Agreement 11 November, 2004Newco.

Use and Disclosure Restrictions. For period of * * * following the date of each disclosure thereof, neither party will use the other party’s Confidential Information except for the purposes of exercising its rights and fulfilling its obligations hereunder, and will not disclose such Confidential Information to any third party except to its employees and consultants as is reasonably required in connection with the exercise of its rights and the fulfillment of its obligations under this Agreement (and, in case of any consultants, only subject to binding use and disclosure restrictions at least as protective as those set forth herein to be executed in writing by such consultants). In addition, Fujitsu may disclose Transmeta’s Confidential Information to any (i) Fujitsu Subsidiary to which Fujitsu grants a sublicense pursuant to Section 2.2 hereof, (ii) to any third-party manufacturer of Fujitsu or such a sublicensed Fujitsu Subsidiary for the purpose of exercising its rights under Section 2.1(b); and (iii) to any third party customer of Fujitsu or such a sublicensed Fujitsu Subsidiary for the purpose of exercising its rights under Section 2.1; provided, that prior to any such disclosure, each such third party customer must execute a written non-disclosure agreement with Fujitsu that contains use and disclosure restrictions at least as protective as those set forth herein. Each party will use all reasonable efforts to protect and to Recipient shall maintain the confidentiality of all of the other partyDisclosing Party’s Confidential Information in its possession or control by using and use the efforts that such party ordinarily uses with respect to its own proprietary information same degree of similar nature and importance, care (but in no event less than a reasonable effortsdegree of care) to protect such Confidential Information as Recipient uses to protect its own similar Confidential Information. The foregoing obligations will Recipient shall not restrict either party from disclosing discuss, use, disclose, reproduce, disassemble, decompile, or reverse engineer Disclosing Party’s Confidential Information except as permitted under this Agreement or as otherwise required by law. Subject to the terms of this Agreementforegoing: (i) pursuant MSC may disclose Newco Confidential Information only to those advisors, employees and subcontractors of MSC who have a need to know Newco Confidential Information for the order purposes of providing the Services described in the applicable Statement of Work or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party, to the extent reasonably practicable, so that the other party may contest such an order or requirementotherwise perform MSC’s obligations under this Agreement; and (ii) on Newco may disclose MSC Confidential Information only to those advisors, employees and subcontractors of Newco who have a confidential basis need to its legal know MSC Confidential Information for the purposes of receiving the Services described in the applicable Statement of Work or professional financial 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 any subcontractor to 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. Recipient shall take all reasonable measures to restrain Recipient’s advisors; (iii) , employees and subcontractors from unauthorized use or disclosure of Disclosing Party’s Confidential Information. Notwithstanding any terms to the contrary and in addition to any disclosure rights granted to Newco under this Agreement and any SOW, either Party may disclose MSC or Newco Confidential Information to state and federal regulators and their designees, as required under applicable securities regulations; by law, and (iv) subject to execution Newco’s auditors in connection with audits of reasonable and customary written confidentiality agreements consistent with the restrictions set forth herein, to present or future providers of capital and/or potential investors in or acquirers of such party or its assets associated with the subject matter of this Agreement. * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Fujitsu / Transmeta Agreement 11 November, 2004Newco.