Common use of CONFIDENTIALITY Clause in Contracts

CONFIDENTIALITY. Other than communications that may be required between Agent and the applicable CheckFreePay ISO (Independent Sales Organization) solely in connection with such ISO’s obligations with respect to the Payment Services hereunder, Agent shall not disclose or make available to any third party, without the prior written consent of Licensees, any terms of this Agreement including commissions and other fees paid to Agent, consumer information, consumer account numbers, consumer bill entries, data, software or any part of such software, specifications, drawings, models, technical and business data and plans, documents, other works of authorship and other creative works, ideas, computer programming including but not limited to object code and source code, trade secrets, knowledge and know-how, whether in written or oral form (“Confidential Information”). Agent and its respective affiliates shall only use, maintain and disclose data (i) in accordance with Applicable Law and, (ii) only for purposes of performing its obligations related to the Payment Services or (iii) as maybe related to transactions that also affect other services provided by Agent. Agent shall not in any way remove, duplicate, extract or copy the data (or any portion thereof) once captured by the terminal. In addition, Agent shall not retain, in any form, Confidential Information obtained from the consumer for the purposes of providing Payment Services once captured by the terminal unless and only for the limited time designated by Licensees pursuant to any applicable schedules and exhibits hereto or as required by Applicable Law. Agent must take reasonable measures to ensure the secure disposal of Confidential Information so that the information cannot be read or reconstructed. Each party shall treat all such Confidential Information as confidential and store in a secure manner. Agent will not disclose the Confidential Information to any third party other than to an agent, contractor or employee of a party as required to perform a party’s obligations hereunder (and except as may be required by Applicable Law, and then, only after prior written notice to the other party) and will not make use of any of such Confidential Information other than as contemplated in this Agreement in connection with the Payment Services. This provision shall survive for a period of three (3) years after termination or expiration of this Agreement; provided, however, that any Confidential Information that comprises “Trade Secrets” under applicable law shall be afforded such confidential treatment for so long as such Confidential Information continues to meet such definition of a Trade Secret (but in no event less than three (3) years), and any data shall be afforded such confidential treatment in perpetuity. Agent agrees that all documents containing any Confidential Information shall be shredded, or otherwise destroyed, and disposed of in compliance with Applicable Law in a manner consistent with retaining the confidentiality of the information in accordance with the terms herein.

CONFIDENTIALITY. Other than communications 6.1. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be required between Agent exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes Uber Data, Driver IDs, User Information, and the applicable CheckFreePay ISO transaction volume, marketing and business plans, business, financial, technical, operational and such other non-­‐public information of each party (Independent Sales Organizationwhether disclosed in writing or verbally) solely that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential. 6.2. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in connection with such ISO’s obligations with respect to the Payment Services hereunder, Agent furtherance of this Agreement; (c) it shall not disclose or make available Confidential Information of the other party to any third party, without except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-­‐use of Confidential Information no less protective than the prior written consent terms hereof; and (d) it shall return or destroy all Confidential Information of Licensees, any terms the disclosing party upon the termination of this Agreement including commissions and or at the request of the other fees paid party (subject to Agent, consumer information, consumer account numbers, consumer bill entries, data, software or any part of such software, specifications, drawings, models, technical and business data and plans, documents, other works of authorship and other creative works, ideas, computer programming including but not limited to object code and source code, trade secrets, knowledge and know-how, whether in written or oral form (“Confidential Information”). Agent and its respective affiliates shall only use, maintain and disclose data (i) in accordance with Applicable Law applicable law and, (ii) only for purposes of performing with respect to Uber, its obligations related to internal record-­‐keeping requirements). 6.3. Notwithstanding the Payment Services or (iii) as maybe related to transactions that also affect other services provided by Agent. Agent shall not in any way remove, duplicate, extract or copy the data (or any portion thereof) once captured by the terminal. In addition, Agent shall not retain, in any formforegoing, Confidential Information obtained from shall not include any information to the consumer for extent it: (a) is or becomes part of the purposes public domain through no act or omission on the part of providing Payment Services once captured the receiving party; (b) was possessed by the terminal unless and only for receiving party prior to the limited time designated date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by Licensees a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to any applicable schedules law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and exhibits hereto provides the disclosing party a reasonable opportunity to contest or as limit such required by Applicable Law. Agent must take reasonable measures to ensure the secure disposal of Confidential Information so that the information cannot be read or reconstructed. Each party shall treat all such Confidential Information as confidential and store in a secure manner. Agent will not disclose the Confidential Information to any third party other than to an agent, contractor or employee of a party as required to perform a party’s obligations hereunder (and except as may be required by Applicable Law, and then, only after prior written notice to the other party) and will not make use of any of such Confidential Information other than as contemplated in this Agreement in connection with the Payment Services. This provision shall survive for a period of three (3) years after termination or expiration of this Agreement; provided, however, that any Confidential Information that comprises “Trade Secrets” under applicable law shall be afforded such confidential treatment for so long as such Confidential Information continues to meet such definition of a Trade Secret (but in no event less than three (3) years), and any data shall be afforded such confidential treatment in perpetuity. Agent agrees that all documents containing any Confidential Information shall be shredded, or otherwise destroyed, and disposed of in compliance with Applicable Law in a manner consistent with retaining the confidentiality of the information in accordance with the terms hereindisclosure.

CONFIDENTIALITY. Other than communications that may (A) The terms and conditions of this agreement, including its existence, are confidential, and must be required between Agent and treated as such by the applicable CheckFreePay ISO (Independent Sales Organization) solely Parties. Likewise, any other information handed over by one of the Parties to the other in connection with such ISO’s obligations with respect this Agreement which, prior to handover, was classified by the Payment Services hereunderParty handing it over as confidential or privileged (or equivalent terms in translation), Agent or must otherwise be understood as such, employing commercially reasonable criteria (hereinafter, the "Confidential Information") must be treated as confidential information by the Party receiving it. Consequently, the Parties shall not disclose or make available to any third partytreat and preserve the Confidential Information received from the other Party, without and the prior written consent of Licensees, any terms and conditions of this Agreement (including commissions its existence) at all times as confidential documents and other fees paid to Agent, consumer information, consumer account numbers, consumer bill entries, data, software or any part of such software, specifications, drawings, models, technical and business data and plans, documents, other works of authorship and other creative works, ideas, computer programming including but not limited to object code and source code, trade secrets, knowledge and know-howshall not communicate or disclose them directly or indirectly (whether verbally or in writing) to any other Person except for their directors, whether in written employees, agents, external professional consultants (legal or oral form other) and auditors (“Confidential Information”). Agent and its respective affiliates shall only usehereinafter, maintain and disclose data (ithe "Representatives") in accordance with Applicable Law and, (ii) only for purposes of performing its obligations related to the Payment Services extent that such communication would be necessary for the signature, consummation, execution and fulfilment of this Agreement, or (iii) as maybe related to transactions that also affect other services provided by Agent. Agent shall not in any way remove, duplicate, extract or copy the data (or any portion thereof) once captured by the terminal. In addition, Agent shall not retain, in any form, Confidential Information obtained from the consumer required for the purposes of providing Payment Services once captured auditing, accounting or internal control at each of the Parties. In order for one Party to be able to make such communication to any of its Representatives, it must first sign with the Representative in question, unless the legal standards governing the profession thereof would make this unnecessary, a non-disclosure agreement on the same terms of this clause, except, specifically, for the possibility of communicating the information to Representatives. (B) In any event, any data, documents and information in the possession of the Fund Administrative Board and SEPI by virtue of the functions entrusted to them by RDL 25/2020 shall, in accordance with the provisions of Article 2.17 of RDL 25/2020, have confidential status, and with the exceptions provided in the regulations in force, may not be disclosed to any person or authority, nor used for purposes other than those for which they were obtained. Any accounts auditors, ​ ​ ​ legal consultants and other independent experts that may be appointed by the terminal Fund Administrative Board and SEPI in connection with the fulfilment of the functions legally attributed to them shall likewise be responsible for maintaining secrecy and not using the information received for purposes other than that for which it was supplied to them. This confidential status shall cease from the moment when the parties concerned publish the circumstances to which the data, documents and information refer. (C) Confidential Information shall not be deemed to include: (i) any information that enters the public domain, unless it does so as a result of a breach of this Agreement attributable to the Party receiving the information, or its Representatives; (ii) non-confidential information that the recipient Party had access to prior to it being provided to it by the other Party, or that the recipient Party learned of independently; and only for (iii) any information received by a Party via third parties, without this entailing any breach of this Agreement. (D) Notwithstanding the limited time designated by Licensees pursuant above, each Party may disclose Confidential Information received from the other Party, or the terms and conditions of this agreement (including its existence) when and to the extent that: (i) such disclosure is required in order to perform any applicable schedules and exhibits hereto action, fulfil any obligation, or as exercise any right provided in this Agreement; or (ii) such disclosure is required by Applicable Law. Agent must take reasonable measures the applicable Regulations, by an administrative or court ruling, or by the rules and regulations of any stock market or other regulatory body to ensure which the secure disposal of Confidential Information so Party in question is subject; on the clear understanding that in this latter case, and to the information cannot extent that this would be read or reconstructed. Each party shall treat all such Confidential Information as confidential and store in a secure manner. Agent will not commercially reasonable: - the Party that is to disclose the Confidential Information or the terms and conditions of this Agreement (including its existence) informs the other Party in advance that it is to perform such disclosure, in order to grant the latter the opportunity to adopt any third party measures intended to prevent such disclosure, and - if this is not possible or the disclosure is not foreseen for some other than reason, the Party that is to an agentmake the disclosure communicates only that part of the Confidential Information or of the terms and conditions of the Agreement that it is legally required to do, contractor employing commercially reasonable efforts to ensure that the information disclosed is handled in accordance with its confidential status. - The obligation to serve prior notice on the other Party accepted by the Party that is to disclose the Confidential Information or employee the terms and conditions of a party this agreement (including its existence) is to be understood without prejudice to the right thereof subsequently to ​ ​ ​ disclose all or part of the Confidential Information or the terms and conditions of this Agreement (including its existence) as required to perform a party’s comply with the aforementioned laws, regulations or rulings. (E) This non-disclosure obligation shall remain in force throughout the term of the Agreement and following termination thereof, for the next 2 years. (F) This clause constitutes the full agreement reached by the Parties regarding obligations hereunder (and except as may be required by Applicable Lawconcerning Confidential Information, and thenshall prevail over any other prior, only after prior written notice to the other party) and will not make use of any of such Confidential Information other than as contemplated in this Agreement explicit or tacit agreement in connection with the Payment Services. This provision shall survive for a period of three (3) years after termination or expiration of this Agreement; provided, however, that any Confidential Information that comprises “Trade Secrets” under applicable law shall be afforded such confidential treatment for so long as such Confidential Information continues to meet such definition of a Trade Secret (but in no event less than three (3) years), and any data shall be afforded such confidential treatment in perpetuity. Agent agrees that all documents containing any Confidential Information shall be shredded, or otherwise destroyed, and disposed of in compliance with Applicable Law in a manner consistent with retaining the confidentiality of the information in accordance with the terms hereinherewith.

CONFIDENTIALITY. Other than communications that may be required between Agent and All the applicable CheckFreePay ISO (Independent Sales Organization) solely in connection with such ISO’s obligations with respect information related to the Payment Services hereunderconduct of the Clinical Trial, Agent either before or after it, delivered or obtained, is confidential. In any event, shall not disclose or make available the information be revealed to any a third party, without they shall undertake in writing to respect its confidential, secret nature in the prior written consent same terms. This confidentiality agreement will remain valid indefinitely after the completion of Licensees, any terms of this Agreement including commissions and other fees paid to Agent, consumer information, consumer account numbers, consumer bill entries, data, software or any part of such software, specifications, drawings, models, technical and business data and plans, documents, other works of authorship and other creative works, ideas, computer programming including but not limited to object code and source code, trade secrets, knowledge and know-how, whether in written or oral form (“Confidential Information”)the Contract. Agent and its respective affiliates shall only use, maintain and disclose data (i) in accordance with Applicable Law and, (ii) only for purposes of performing its obligations related to the Payment Services or (iii) as maybe related to transactions that also affect other services provided by Agent. Agent shall not in any way remove, duplicate, extract or copy the data (or any portion thereof) once captured by the terminal. In addition, Agent shall not retain, in any form, Confidential Information obtained from the consumer for the purposes of providing Payment Services once captured by the terminal unless and only for the limited time designated by Licensees pursuant to any applicable schedules and exhibits hereto or as required by Applicable Law. Agent must take reasonable measures The Principal Investigator commits to ensure that all members of the secure disposal of Confidential Information so that the information cannot be read or reconstructed. Each party shall treat all such Confidential Information as confidential investigation staff and store in a secure manner. Agent will not disclose the Confidential Information to any third party other than to an agentwhom he/she may reveal any confidential information concerning this study sign a confidentiality clause in similar terms to those provided in this contract, contractor or employee of a party as required to perform a party’s obligations hereunder (and except as may be required by Applicable Law, and then, only after prior written notice their adherence to the other party) and will not make use content of any this contract, prior to the start of such Confidential Information other than as contemplated their collaboration in this Agreement in connection with clinical trial. Finally, all the Payment Services. This provision shall survive for a period of three (3) years after termination or expiration of this Agreement; provided, however, that any Confidential Information that comprises “Trade Secrets” under applicable law shall be afforded such confidential treatment for so long as such Confidential Information continues parties and collaborating staff should take all necessary actions to meet such definition of a Trade Secret (but in no event less than three (3) years), and any data shall be afforded such confidential treatment in perpetuity. Agent agrees that all documents containing any Confidential Information shall be shredded, or otherwise destroyed, and disposed of in compliance with Applicable Law in a manner consistent with retaining maintain the confidentiality of the information in accordance personal data they may know as a consequence of the conduct of the trial, as established by the rules on data protection. “Rules on data protection” shall be understood as any laws, bylaws, declarations, decrees, directives, legislative enactments, orders, ordinances, regulations, rules or any other binding restrictions, as well as their amendments, consolidated versions or re-enactments, on the protection of individuals with regard to the processing of their personal data, which each party is, specifically, subject to. The Site shall endeavor to respect it and, jointly with the terms hereinPrincipal Investigator, will restrict access to information only to those assumptions required for the correct implementation of the Protocol. In order to do so, the Principal Investigator will adequately dissociate the data from the individuals who take part in the Clinical Trial and the Sponsor will not have access to such personal data. The personal data of individuals taking part in the trial, to the extent permitted by the informed consent and in the exercise of their professional duties, will be only accessed by the trial monitors and the relevant authorities. In this respect, the following shall be strictly observed: Organic Law 3/2018, of December 5, on the Protection of Personal; the Data Protection Regulation (“DPR”); Law 41/2002, of November 14, on the autonomy of patients and rights and obligations with regard to clinical information and documentation; and Law 10/2014, of December 29, regulating Health Care in the Valencian Community. As long as the principles of section 2.8 are respected, neither the Site not the Foundation will be authorized to disclose or disseminate by any means the results, data and information resulting directly or indirectly from the conduct of the Clinical Trial, not even for scientific purposes, unless it is authorized in writing by the Sponsor whilst always respecting the data protection regulations. The Sponsor commits to inform the Site of every Protocol amendment made during its conduct, such as extensions of the recruiting period, renewal of the civil liability insurance policy, renewal of the product authorization in the clinical investigation phase, etc., and the final closure report of the Clinical Trial, with the list of patients enrolled and final balance of samples (samples used and samples returned). No information related to the Clinical Trial shall be disclosed by the Site or Principal Investigator to the mass media or to any person involved in financial-market operators. The Principal Investigator, on his behalf and on behalf of the collaborators, is committed not to use the insider information that might derive from his participation in the Clinical Trial for personal benefit.