Common use of Confidential Information Clause in Contracts

Confidential Information. During the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During the course of this Agreement, each Party “Confidential Information” is all confidential information disclosed by a party (the “Disclosing Party”) may disclose to the other Party party (the “Receiving Party”) certain ), whether orally or in writing, that is designated as confidential and/or proprietary information or that reasonably should be understood to be confidential given the nature of the Disclosing Party (“Confidential Information”)information and the circumstances of disclosure. The Receiving Party agrees to protect the Your Confidential Information in will include Your Data. Intermedia’s Confidential Information will include the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consentServices (and any portion thereof), the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope terms and conditions of this Agreement; or (b) disclose or make the Confidential Information available to Agreement and any party, except on a “need to know” basis to the Receiving Party’s employees, contractorsSchedules, and agents that have signed an agreement containing non-disclosure all related Service order forms, as well as Intermedia’s business and non-use provisions substantially similar to those set forth hereinmarketing plans, technology and technical information, product plans and designs, and business processes disclosed by Intermedia. Confidential Information shall will not include any information that (i) is or becomes generally known to the publicpublic without breach of any obligation owed to the Disclosing Party, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; , (iii) was lawfully is received from a third party without breach of any obligation owed to the Disclosing Party; , or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential InformationParty. If the The Receiving Party is may disclose Confidential Information to the extent required by applicable law or regulation to disclose or otherwise report Confidential Informationcomply with binding orders of governmental entities that have jurisdiction over it; provided however that, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes permitted by law to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Partydo so, the Receiving Party shall return to gives the Disclosing Party all reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy, discloses only such Confidential Information in as is required by the Receiving Party’s possession or controlgovernmental entity, and uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information disclosed. You acknowledge that Intermedia, and its licensors, retain all copies thereofintellectual property rights and title, orin and to, at all of their Confidential Information and/or other proprietary information. This shall include, but not be limited to: products, services, and the Disclosing Party’s optionideas, certify its permanentconcepts, secure destruction techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in writingconnection with the Services provided by Intermedia hereunder.

Confidential Information. During Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the course of this Agreement, each Party disclosing party (the “Disclosing Party”) may disclose to constitutes the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Receiving Party agrees to protect the Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of careXxxxxx without any marking or future designation. Except with the Disclosing Party’s prior written consentas expressly authorized herein, the Receiving Party shall will hold in confidence and not (a) use or disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Information. The Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information nondisclosure obligation shall not include any apply to information that which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (iiiii) was is rightfully known to obtained by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party; or (iv) was independently developed ). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to itCustomer all Customer Materials then in its possession. Upon written request from by Customer within thirty (30) days after any expiration or termination of the Disclosing Partyapplicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Receiving Party shall return Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to the Disclosing Party maintain or provide any Customer Materials and, unless legally prohibited, may delete all Confidential Information in the Receiving Party’s possession Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingmaintain Customer Materials.

Confidential Information. During the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the ” shall mean (i) Highly Confidential Information (as defined below), (ii) any other technology, software development tools, methodologies, processes, algorithms, test data sets and test data cases and related documentation that CI Plus LLP provides to Licensee hereunder in the same manner that it protects the confidentiality order to facilitate Licensee’s exercise of its own confidential and/or proprietary rights and performance of its obligations hereunder, and (iii) any other information of like kindCI Plus LLP and information of Licensee, but each of which is clearly marked as “Confidential” or a similar expression when disclosed in no event using less than a reasonable standard of carewritten or electronic form, or indicated as “Confidential” when disclosed orally and confirmed in writing within thirty (30) calendar days after such disclosure. Except with the Disclosing Party’s prior written consent, the Receiving Party “Confidential Information” shall not include information which: (a) disclose was in the possession of, or use any Confidential Information for any purpose outside was known by, the scope of this Agreementreceiving party ("Recipient") prior to its receipt from the disclosing party (“Discloser), without an obligation owed to Discloser, or its licensors, to maintain its confidentiality; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result public without violation of an act or omission of this Agreement by the Receiving Party“Recipient”; (iic) was rightfully known to the Receiving Party prior to its disclosure is obtained by the Disclosing Party; (iii) was lawfully received Recipient from a third party party, without breach of any an obligation owed to the Disclosing Partysuch third party to keep such information confidential; or (ivd) was is independently developed by the Receiving Party Recipient without use of any Confidential Information of the other party. Recipient agrees that it shall use reasonable care to keep the Confidential Information of the other party strictly confidential and not disclose it to any other person except to its Affiliates and its and their respective employees, contractors, consultants, agents, customers and representatives (other than Members) who have a “need to know” for the purposes of this Agreement and are obligated by Licensee to be bound by the same confidentiality obligation which Recipient is bound by under this Exhibit H, provided however that Recipient may disclose Highly Confidential Information only in accordance with Section 2 of this Exhibit H. Recipient shall be responsible for any breach of such confidentiality obligation by such parties, including former employees, Affiliates, contractors, consultants, agents, customers (other than Members) and representatives. Recipient shall protect the Confidential Information of the other party with the same degree of care as it normally uses in the protection of its own similar confidential and proprietary information, but in no case with any less than reasonable care. Notwithstanding anything in this Exhibit H to the contrary, Confidential Information may be disclosed by Recipient pursuant to the order or reliance on Confidential Information. If the Receiving Party is required by applicable law requirements of a court or regulation governmental administrative agency or other governmental body of competent jurisdiction, provided that (x) Discloser has been notified of such a disclosure request immediately after Recipient knows such order or requirements in order to disclose afford Discloser reasonable opportunity to obtain a protective order or otherwise report Confidential Information, it shall provide prompt notice prevent or limit the scope of such required disclosure (to the extent legally permittedpermitted by law and (y) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosureRecipient cooperates in good faith with such efforts by Discloser. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its The obligations under this SectionExhibit H shall terminate three years after the date of the last shipment of product using the Licensed Technology by Licensee or any other licensee of the Licensed Technology; provided that Sections 2.0(b), 2.0(c), and any such breach may result 3.0 in irreparable harm this Exhibit H shall cease to apply when the Recipient has returned all tangible embodiments of Licensed Technology in its possession to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingDiscloser.

Confidential Information. During All Confidential Information of or relating to the course disclosing party shall be held in confidence by the receiving party to the same extent and in at least the same manner as the receiving party protects its own confidential or proprietary information, using no less than commercially reasonable standards or higher or more stringent standards required by law, including those laws governing Sensitive Information, and those standard specified in this Agreement. The receiving party shall not disclose, publish, release, transfer or otherwise make available any Confidential Information of the disclosing party in any form to, or for the use or benefit of, any person or entity without the disclosing party’s consent. Subject to the other provisions of this Agreement, each Party (receiving party shall be permitted to disclose relevant aspects of the “Disclosing Party”) may disclose disclosing party’s Confidential Information to the other Party (receiving party’s officers, agents, subcontractors and personnel and to the “Receiving Party”) certain confidential and/or proprietary information officers, agents, subcontractors and personnel of the Disclosing Party (“receiving party’s corporate affiliates or subsidiaries to the extent that such disclosure is reasonably necessary for the performance of the receiving party’s duties and obligations under this Agreement; provided, however, that the receiving party shall take all reasonable measures to ensure that Confidential Information”). The Receiving Party agrees to protect Information of the disclosing party is not disclosed or duplicated in violation of the provisions of this Agreement by such officers, agents, subcontractors and personnel and that the receiving party shall be responsible for any unauthorized disclosure of the Confidential Information in by the same manner receiving party’s officers, agents, subcontractors or personnel; and further provided, that it protects if the confidentiality of its own confidential and/or proprietary information of like kinddisclosure is by the Agency to another contractor or sub-contractor, but in no event using less than such disclosure is subject to a reasonable standard of caresuitable non-disclosure agreement imposing equally or more stringent requirements for data privacy and security. Except with for Sensitive Information (which shall be protected in all circumstances), and except to the Disclosing Party’s prior written consentextent provided otherwise by any applicable law, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope obligations of this Agreement; or subsection (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any apply with respect to information that (i) that: is developed by the other party without violating the disclosing party’s proprietary rights; is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Partypublicly known; (ii) was rightfully known to the Receiving Party prior to its disclosure is disclosed by the Disclosing Party; (iii) was lawfully received from owner of such information to a third party without breach free of any obligation owed of confidentiality; is already known by the receiving party without an obligation of confidentiality other than pursuant to this Agreement or any confidentiality contract entered into before the Disclosing PartyEffective Date of the Agreement between the Agency and the Licensor; or (iv) was independently developed is rightfully received by the Receiving Party without use receiving party free of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice any obligation of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingconfidentiality.

Confidential Information. During the course of this AgreementExcept as otherwise identified by Member, each Party (the “Disclosing Party”) may disclose any information Member sub- mits or discloses to the other Party (Alliance, including any committee or working group there- of, shall be treated as non-confidential and shall be available to all Members with- out restriction. Any information pertaining to the “Receiving Party”) certain confidential and/or proprietary information business of the Disclosing Party (“Confidential Information”). The Receiving Party agrees Alliance which Member submits or discloses to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kindAlliance, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consentincluding any committee or working group thereof, the Receiving Party shall not and which is: (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; marked by Member as “Confidential” information, or (b) disclose or make if orally disclosed, identified as Confidential prior to disclosure and reduced to writing and marked as Confidential within three (3) business days from the date of disclosure, shall be treated as Confidential Information available information with respect to any partythird par- ties, except on for any portion thereof that constitutes information: (c) rightfully in the public domain other than by a “need to know” basis breach of a duty to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Partydisclosing party; (iid) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully rightful- ly received from a third party without breach of any obligation owed of confidentiality; (e) right- fully known to the Disclosing Partyreceiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; (f) independently developed by employees of the receiving party; or (ivg) was independently developed generally made available to third parties by the Receiving Party dis- closing party without restriction or disclosure. Such Member Confidential infor- mation shall be maintained by each Member in confidence with at least the same degree of care that it uses to protect its own proprietary information and in no event with less than reasonable care, and each Member that receives such Member Confidential information shall only use such Confidential information for the Alli- ance purpose for which it was submitted. In the event a Member breaches the obli- gation of or reliance on confidentiality with respect to Confidential Informationinformation of Member, the sole and exclusive remedy of Member shall be to seek recourse against the breach- ing Member and the Alliance shall have no liability with respect to such breach. If the Receiving Party is required by applicable law or regulation Third parties seeking access to disclose or otherwise report Member’s Confidential Information, it shall provide prompt notice of such required disclosure (information that has been provided to the extent legally permittedAlliance must reach an agreement with Member as a condition for being provided the Member’s Confidential information. Member Confidential in- formation will not be included in an Alliance Adopted Specification unless Mem- ber waives its confidentiality. The rights and obligations set forth in this Section 6 shall expire three (3) and reasonable assistance, at years after the Disclosing Party's cost, if date the Disclosing Party wishes to contest Member discloses or submits the disclosure. Due Member Confidential information to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach Alliance or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingMember.

Confidential Information. During the course of In performing their obligations pursuant to this Agreement, each Party (the “Disclosing Party”) party may disclose have access to and receive disclosure of certain confidential information about the other Party (party or parties, including, without limitation, the “Receiving Party”) certain names and addresses of a party’s customers or members, marketing plans and objectives, research and test results, and other information which is confidential and/or proprietary information and the property of the Disclosing Party party disclosing the information (“Confidential Information”). The Receiving Party agrees to protect parties agree that the term Confidential Information in shall include this Agreement, the Program Guidelines, and the Program Materials, as the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available may be amended and modified from time to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth hereintime. Confidential Information shall not include any information that (i) in the public domain or which is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Informationother party. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) Lender and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties Cash America agree that there can Confidential Information shall be no adequate remedy at law for used by each party solely in the Receiving Party’s breach performance of its obligations under this SectionAgreement. Each party shall receive Confidential Information in confidence and shall not disclose Confidential Information to any third party, and except as may be permitted hereunder or under the Program Documents, or as may be necessary to perform its obligations hereunder, or as may be otherwise agreed in writing by the party furnishing the information, or as required by the Rules or any such breach may result in irreparable harm Regulatory Authority. Notwithstanding anything herein to the Disclosing Partycontrary, except as provided in Section 19 above, nothing herein shall prohibit either party hereto from entering into agreements with any other party that include program guidelines and program materials that may or may not be the same as, or substantially similar to, the Program Guidelines and Program Materials. Therefore, Upon request or upon any such breach expiration or threat thereoftermination of this Agreement, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party each party shall return to the Disclosing Party other party or destroy (as the latter may instruct) all of the latter’s Confidential Information in the Receiving Partyformer’s possession which is in any written or other recorded form, including data stored in any computer medium; provided, however, that a party may retain the Confidential Information of the other party (but subject to the requirements of this Section 20) to the extent that such party needs access to such information to continue to perform any of its obligations hereunder or to broker or service Loans or otherwise perform obligations owed by such party to another party. Notwithstanding the foregoing, to the extent there are any inconsistencies between this Section 20 and Section 14 above, the provisions of Section 14 above shall control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During the course of this Agreement, each Party All Confidential Information (as defined in Section 7.2) disclosed by one party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information shall be owned by and remain, as between the Disclosing Party and the Receiving Party, the sole property of the Disclosing Party (“Confidential Information”)Party. The Each Receiving Party agrees to protect shall not reveal or otherwise use the Disclosing Party’s Confidential Information or the terms of this Agreement, except: (a) the Receiving Party may use the foregoing to the extent necessary to perform its obligations under this Agreement or to the extent permitted by the other provisions of this Agreement; (b) the Receiving Party may disclose the foregoing to the extent reasonably believed to be necessary to comply with applicable law or the valid order of a court of competent jurisdiction or in connection with any arbitration proceeding, or to enforce its rights against the same manner other via any such court or arbitration proceeding; provided that it protects in any such event the confidentiality Receiving Party shall so notify the Disclosing Party as promptly as practicable (and, if possible, prior to making any such disclosure) and the Receiving Party, at the Disclosing Party’s request and cost, shall seek confidential treatment of its own confidential and/or proprietary such information of like kind, but in no event using less than a reasonable standard of care. Except and cooperate with the Disclosing Party’s prior written consent, efforts (if any) to do the same; and (c) the Receiving Party shall not (a) may disclose or use any Confidential Information for any purpose outside the scope foregoing to its affiliates and to its and their directors, officers, employees, legal and financial advisors and auditors, provided that such affiliates, directors, officers, employees, legal and financial advisors and auditors agree to be bound by the provisions of this Agreement; Section 7.1 (or (b) disclose or make the Confidential Information available to any party, except are bound by confidentiality obligations on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar terms or, in the case of attorneys or accountants, have a similar professional ethical duty) with respect to those set forth herein. Confidential Information shall not include any such information and that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure will remain liable for any breach by the Disclosing Party; (iii) was lawfully received from a any such third party without of these provisions and for any damages caused thereby. Both parties understand and agree that money damages shall not be a sufficient remedy for any breach of any obligation owed to the Disclosing Party; or (iv) was independently developed this Section 8.1 by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief as a remedy for any such breach. The obligations in this Section 7.1, are in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or controlto, and all copies thereofsupplement, or, at each party’s obligations of confidentiality under any nondisclosure or other agreement between the Disclosing Party’s option, certify its permanent, secure destruction in writingparties containing nondisclosure obligations.

Confidential Information. During The Parties acknowledge and agree that during the course term of this Agreement, each Party may acquire knowledge of the other Party’s Confidential Information (as defined below) in connection with its performance hereunder and agrees to keep such Confidential Information in confidence during the “Disclosing term of this Agreement. "Confidential Information" includes but is not limited to all information, whether written or oral, in any form, including without limitation, information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel data, Work Product (as defined herein) and other material or information considered proprietary or marked as such by the disclosing Party relating to the current or anticipated business or affairs of the disclosing Party which is disclosed directly or indirectly to the recipient Party”. In addition, Confidential Information means any third party's proprietary or confidential information disclosed to the recipient Party in the course of fulfilling the Agreement. Confidential Information does not include any information (i) which the recipient Party lawfully knew without restriction on disclosure before the disclosing Party disclosed it to the recipient Party, (ii) which is now or becomes publicly known through no wrongful act or failure to act of the recipient Party, (iii) which the recipient Party developed independently without use of the Confidential Information, as evidenced by appropriate documentation, or (iv) which is hereafter lawfully furnished to the recipient Party by a third party as a matter of right and without restriction on disclosure. In addition, the recipient Party may disclose Confidential Information which is required to be disclosed pursuant to a requirement of a government agency or law so long as the recipient Party provides prompt notice to the other disclosing Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing such requirement prior to disclosure. The recipient Party (“agrees not to copy, alter or directly or indirectly disclose any Confidential Information”). The Receiving Additionally, the recipient Party agrees to protect the limit its internal distribution of Confidential Information in to the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kindrecipient Party's employees, but in no event using less than agents or subcontractors who have a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis , and to take steps to ensure that the Receiving dissemination is so limited, including the execution by the recipient Party’s 's employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use or subcontractors of nondisclosure agreements with provisions substantially similar to those set forth herein. Confidential Information shall In no event will the recipient Party use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not include any information that (i) is or becomes generally known less than reasonable care to prevent the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without unauthorized use of or reliance on Confidential Information. If The recipient Party further agrees not to use the Receiving Confidential Information except in the course of performing hereunder, and agrees not to use such Confidential Information for its own benefit or for the benefit of any third party. The recipient Party agrees not to design or manufacture any products which incorporate Confidential Information of the disclosing Party. All Confidential Information is required by applicable law and shall remain the property of the disclosing Party. Upon the disclosing Party's written request or regulation the termination of this Agreement, the recipient Party shall return, transfer or assign to disclose or otherwise report the disclosing Party all Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistanceincluding all Work Product, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or controlas defined herein, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During Each party (a "Receiving Party") agrees that all, inventions, know-how, business, technical and financial information it obtains from the course of this Agreement, each Party disclosing party (the “"Disclosing Party”") may disclose to constitute the other Party (the “Receiving Party”) certain confidential and/or proprietary information property of the Disclosing Party (“"Confidential Information”"). The , provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party agrees to protect be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any MaestroQA Technology, performance information relating to any Services, and the terms and conditions of this Agreement will be deemed Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of careMaestroQA without any marking or further designation. Except with the Disclosing Party’s prior written consentas expressly authorized herein, the Receiving Party shall not will (a) hold in confidence and not disclose or any Confidential Information to third parties other than as set forth in this Agreement and (b) not use any Confidential Information for any purpose outside other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, Contractors and other representatives having a legitimate need to know (including, for MaestroQA, the scope third party service providers referenced in Section 3.1 (Subcontractors)), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Article 13 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this AgreementArticle 13. The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (iic) was is rightfully known to obtained by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partyconfidentiality obligation; or (ivd) was is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided, to the extent not prohibited by applicable law, the Receiving Party notifies the Disclosing Party in advance and cooperates, to the extent commercially reasonable, in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall will be entitled to seek injunctive and other appropriate equitable relief without the requirement of posting a bond in addition to any whatever other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, it might have at the Disclosing Party’s option, certify its permanent, secure destruction in writinglaw.

Confidential Information. During Each party recognizes that during the course term of this Agreement, each Party (its directors, officers, employees and authorized representatives such as attorneys and accountants, may obtain knowledge or trade secrets, customer lists, membership lists and other confidential information or the “Disclosing Party”) may disclose other party which is valuable, proprietary, special or unique to the other Party continued business of that party, which information is initially delivered in written form including electronic form or is summarized and delivered in writing within thirty (the “Receiving Party”30) certain confidential and/or days after initial delivery in non-written form, and which writing is marked "Confidential" or in a similar nature to indicate its nonpublic and proprietary information of the Disclosing Party nature (“"Confidential Information”)information. The Receiving Party agrees to protect the However, Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall does not include any information that is or (i) is or becomes generally available to the general public other than through a breach by the recipient party, (ii) already known to the public, other than recipient party as a result or the time of an act or omission of the Receiving Party; (ii) was rightfully known communication to the Receiving Party prior to its disclosure by the Disclosing Party; recipient party, (iii) was lawfully developed by the recipient party independently or and without reference to information communicated by the other party, or (iv) rightfully received by the recipient party from a third party without breach which third party is not under a legal duty of confidentiality with respect to such information. Accordingly, each party as a recipient of the other's Confidential Information agrees to hold the Confidential Information of the communicating party and the terms and conditions of this Agreement in confidence and to use diligent efforts to ensure that the communicating party's Confidential Information the terms hereof are held in confidence by it officers, directors, employees, representatives and others over whom it exercises control Upon discovering any unauthorized disclosure of the communicating party's Confidential Information or the terms or this Agreement, the recipient will use diligent efforts to recover such information and to prevent its further disclosure to additional third parties. In addition, the recipient party will promptly notify the communicating party in writing of any obligation owed to such unauthorized disclosure of the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on communicating party's Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its The parties' obligations under this Section, and any such breach may result in irreparable harm to paragraph will survive for a period or three (3) years following the Disclosing Party. Therefore, upon any such breach expiration or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingearlier termination of this Agreement.

Confidential Information. During the course Confidential Information" means any and all information which is of this Agreementa confidential, each Party (the “Disclosing Party”) may disclose proprietary or trade secret nature that is furnished or disclosed by one party to the other Party (party under this Agreement and which is marked, or if disclosed orally identified contemporaneously with disclosure, as "Confidential", "Proprietary", "Trade Secret" or in some other manner to indicate its confidential, proprietary or trade secret nature. Without limiting the “Receiving Party”) certain confidential and/or proprietary information generality of the Disclosing Party (“Confidential Information”). The Receiving Party agrees foregoing, the specific business terms of this Agreement shall be deemed to protect be the Confidential Information of both parties and all Source Materials for HyperSpace Products shall be deemed to be the Confidential Information of HyperSpace. Each party's Confidential Information will remain the property of such party and the other party will not be deemed by virtue of this Agreement or any access to such party's Confidential Information to have acquired any right or interest in the same manner that it protects or to any such Confidential Information. Each party shall, and shall cause its employees and agents to strictly maintain the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available of the other party and not disclose, disseminate or otherwise give such Confidential Information to any other person, firm, organization or third party, except on for an employee or agent of such party who has a “reasonable need to know” basis obtain access thereto in connection with the performance of such party's obligations under this Agreement and who has agreed in writing to not disclose, and not to use for any other purpose, such Confidential Information. Notwithstanding the foregoing, neither party shall be subject to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those obligations of confidentiality set forth herein. herein with respect to Confidential Information shall not include any information that of the other party that: (i) is or becomes generally publicly known to the public, other than as a result without violation by such party of an act or omission of the Receiving Partythis Agreement; (ii) was rightfully is already known to such party without restrictions at the Receiving Party prior to time of its disclosure by the Disclosing Partyother party, as evidenced by the written records of such party; (iii) was lawfully received from after its disclosure by the other party is made known to such party without restrictions by a third party having the right to do so; (iv) is independently developed by such party without breach of any obligation owed reference to the Disclosing PartyConfidential Information of the other party; or (ivv) was independently developed is legally required to be disclosed by such party pursuant to a judicial order from a court of competent jurisdiction (provided that such party promptly informs the Receiving Party without use other party of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to requirement and affords the extent legally permitted) and other party a reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes opportunity to contest the required disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing).

Confidential Information. During the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information Each of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect parties recognizes that the Confidential Information in the same manner of each other party constitutes highly valuable and proprietary confidential information. Each party agrees that it protects will keep confidential, and will cause its employees, consultants, designees and affiliates to keep confidential, all Confidential Information of the other parties during the term of this Agreement and for a period of ten (10) years thereafter. Each party shall use Confidential Information of the other parties only to conduct its business. Each party will disclose Confidential Information of another party only to its employees, consultants, designees and affiliates on a “need-to-know” basis. Such disclosures shall only be made to the extent any such persons receiving the other party’s Confidential Information are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use such Confidential Information except as permitted by this Agreement. Without limiting the foregoing, each party may disclose information to the extent such disclosure is reasonably necessary to comply with applicable laws, regulations or court orders. Each party shall take such action to preserve the confidentiality of the other parties’ Confidential Information as it would customarily take to preserve the confidentiality of its own confidential and/or proprietary information of like kindConfidential Information, but using, in no event using all such circumstances, not less than a reasonable standard of care. Except with Each party, upon the Disclosing Partyrequest of the other party but subject to such requested party’s prior written consentrights under Section 7.3 will return all the Confidential Information disclosed or transferred to it by the other party pursuant to this Agreement within sixty (60) days of such request or, if earlier, the Receiving Party shall not (a) disclose termination or use any Confidential Information for any purpose outside the scope expiration of this Agreement; . Each party, as receiving party, will comply with any and all third party restrictions placed on the disclosing party of which it was made aware by the disclosing party with respect to the use or (b) disclose or make the disclosure of Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingdisclosing party.

Confidential Information. During The Procuring Entity and the course Supplier shall keep confidential and shall not, without the written consent of this Agreementthe other party hereto, each Party (divulge to any third party any documents, data, or other information furnished directly or indirectly by the “Disclosing Party”) other party hereto in connection with the Contract, whether such information has been furnished prior to, during or following completion or termination of the Contract. Notwithstanding the above, the Supplier may disclose furnish to its Sub-Supplier such documents, data, and other information it receives from the Procuring Entity to the other Party (extent required for the “Receiving Party”) certain confidential and/or proprietary information Sub Supplier to perform its work under the Contract, in which event the Supplier shall obtain from such Sub Supplier undertaking of confidentiality similar to that imposed on the Disclosing Party (“Confidential Information”)Supplier under GCC Clause 20. The Receiving Party agrees Procuring Entity shall not use such documents, data, and other information received from the Supplier for any purposes unrelated to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of carecontract. Except with the Disclosing Party’s prior written consentSimilarly, the Receiving Party Supplier shall not (a) disclose or use any Confidential Information such documents, data, and other information received from the Procuring Entity for any purpose outside other than the scope performance of this Agreementthe Contract. The obligation of a party under GCC Sub-Clauses 20.1 and 20.2 above, however, shall not apply to information that: the Procuring Entity or Supplier need to share with other arms of Government or other bodies participating in the financing of the Contract; such parties shall de disclosed in the SCC; now or hereafter enters the public domain through no fault of that party; can be proven to have been possessed by that party at the time of disclosure and which was not previously obtained, directly or indirectly, from the other party; or (b) disclose or make the Confidential Information otherwise lawfully becomes available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received party from a third party without breach that has no obligation of confidentiality. The above provisions of GCC Clause 20 shall not in any obligation owed way modify any undertaking of confidentiality given by either of the parties hereto prior to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature date of the Confidential InformationContract in respect of the Supply or any part thereof. The provisions of GCC Clause 20 shall survive completion or termination, for whatever reason, of the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingContract.

Confidential Information. During the course of this Agreement, each Party All technology and know-how disclosed by one party (the “Disclosing Party”) may disclose to the other Party another party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party hereunder (“Confidential Information”). The ) shall be used solely and exclusively by Receiving Party agrees to protect in a manner consistent with the Confidential Information licenses granted hereunder and the purposes of this Agreement as stated in the same manner that it protects preamble and recitals hereto; maintained in confidence by the confidentiality Receiving Party; and shall not be disclosed to any non-party or used for any purpose except to exercise its rights and perform its obligations under this Agreement without the prior written consent of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, except to the extent that the Receiving Party shall not can demonstrate by competent written evidence that such information: (a) disclose or use any Confidential Information for any purpose outside is known by the scope Receiving Party without obligations of this Agreementconfidentiality at the time of its receipt and, not through a prior disclosure by the Disclosing Party, as documented by the Receiving Party’s‌ business records; or (b) disclose or make is in the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, public domain other than as a result of an act or omission any breach of this Agreement by the Receiving Party; (iic) was rightfully known is subsequently disclosed to the Receiving Party prior to its disclosure on a non-confidential basis by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partywho may lawfully do so; or (ivd) was is independently discovered or developed by the Receiving Party without the use of or reliance on Confidential Information. If the Receiving Party is required Information provided by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest and, in the disclosure. Due to case of MPP as the unique nature of Receiving Party, other than in connection with the Confidential InformationMPP License Agreement, the Parties agree that there can be no adequate remedy at law for as documented by the Receiving Party’s breach business records. Notwithstanding the foregoing, none of its obligations the technology and know-how disclosed by Gilead through MPP under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party Agreement shall be entitled considered MPP’s Confidential Information. Instead, all technology and know-how disclosed by Gilead through MPP hereunder shall be deemed to seek injunctive be Gilead’s Confidential Information rather than MPP’s Confidential Information. Where any technology and other appropriate equitable relief know-how was originally disclosed by Licensee to MPP and, in addition turn, disclosed by MPP to Gilead, such technology and know-how shall be deemed to be Licensee’s Confidential Information. Within thirty (30) days after any other remedies available to it. Upon written request from the Disclosing Partyexpiration or termination of this Agreement, the Receiving Party shall return destroy (and certify to the Disclosing Party such destruction) or return all Confidential Information provided by the Disclosing Party except as otherwise set forth in this Agreement. One (1) copy of the Confidential Information may be retained in the Receiving Party’s possession files solely for archival purposes as a means of determining any continuing or controlsurviving obligations under this Agreement. The confidentiality obligations under this Agreement shall survive this Agreement for a period of five (5) years. To the extent Gilead receives any Confidential Information from Licensee relating to EVG, EVG Product, EVG Combination Product or Quad Product, Gilead will have the right to disclose such Confidential Information to Japan Tobacco, provided such disclosure remains subject to the obligations of confidentiality and all copies thereof, or, at non-disclosure set forth in the Disclosing Party’s option, certify its permanent, secure destruction in writingJapan Tobacco Agreement.

Confidential Information. During The Administrator and the course Trust (in such capacity, the “Receiving Party”) acknowledge and agree to maintain the confidentiality of this AgreementConfidential Information (as hereinafter defined) provided by the Administrator and the Trust (in such capacity, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”)in connection with this Agreement. The Receiving Party agrees shall not disclose or disseminate the Disclosing Party’s Confidential Information to any Person other than those employees, agents, contractors, subcontractors and licensees of the Receiving Party, or with respect to the Administrator as a Receiving Party, to those employees, agents, technology service providers, contractors, subcontractors, licensors and licensees of any agent or affiliate, who have a need to know it in order to assist the Receiving Party in performing its obligations, or to permit the Receiving Party to exercise its rights under this Agreement. In addition, the Receiving Party (a) shall take all reasonable steps to prevent unauthorized access to the Disclosing Party’s Confidential Information, and (b) shall not use the Disclosing Party’s Confidential Information, or authorize other Persons to use the Disclosing Party’s Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights hereunder; provided, however, that nothing herein shall limit the Administrator’s ability to collect and use Aggregated Data for the purpose of monitoring the performance, operation or security of the Administrator’s systems or monitoring, enhancing and creating new services. For the avoidance of doubt, such Aggregated Data will not reveal or be capable of revealing the identity of a Fund or any investor in a Fund to any third party, other than to the Administrator’s permitted third party contractors who are involved in the compilation of the Aggregated Data. As used herein, “reasonable steps” means steps that a party takes to protect the Confidential Information in the same manner that it protects the confidentiality of its own own, similarly confidential and/or or proprietary information of like kinda similar nature, but which steps shall in no event using be less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During Any party receiving Confidential Information shall maintain the course confidential and proprietary status of such Confidential Information, keep such Confidential Information and each part thereof within its possession or under its control sufficient to prevent any activity with respect to the Confidential Information that is not specifically authorized by this Agreement, each Party (use all commercially reasonable efforts to prevent the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information disclosure of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the any Confidential Information in the same manner to any other Person, and use commercially reasonable efforts to ensure that it protects the confidentiality of its own confidential and/or proprietary information of like kindsuch Confidential Information is used only for those purposes specifically authorized herein; PROVIDED, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consentHOWEVER, the Receiving Party that such restriction shall not apply to any Confidential Information that is (a) disclose or use any Confidential Information for any purpose independently developed by the receiving party outside the scope of this Agreement or the Development Agreement (PROVIDED, HOWEVER, that such restriction shall apply to any technology licensed by DURA, DDSI or Xxxxxx Corp. to Xxxxxx Corp. II under this Agreement; or ), (b) disclose in the public domain at the time of its receipt or make thereafter becomes part of the Confidential Information available to any public domain through no fault of the receiving party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed (c) received without an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result obligation of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received confidentiality from a third party without breach having the right to disclose such information, (d) released from the restrictions of this Section 4.3 by the express written consent of the disclosing party, (e) disclosed to any permitted assignee, permitted sublicensee or permitted subcontractor of DURA, DDSI, Xxxxxx Corp. or Xxxxxx Corp. II under the Agreements (if such assignee, sublicensee or subcontractor is subject to the provisions of this Section 4.3 or substantially similar provisions) or (f) required by law, statute, rule or court order to be disclosed (the disclosing party shall, however, use commercially reasonable efforts to obtain confidential treatment of any obligation owed such disclosure). The obligations set forth in this Section 4.3 shall survive for a period of ten (10) years from the expiration or termination (other than by exercise) of the Purchase Option. Without limiting the generality of the foregoing, DURA, DDSI, Xxxxxx Corp. and Xxxxxx Corp. II each shall use commercially reasonable efforts to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's costobtain, if the Disclosing Party wishes not already in place, confidentiality agreements from their respective employees and agents, similar in scope to contest the disclosure. Due this Section 4.3, to the unique nature of protect the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During the course of this AgreementEach party recognizes and acknowledges that it shall maintain all data, each Party information, disclosures, documents, drawings, specifications, patterns, calculations, technical information and other documents (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (collectively, “Confidential Information”)) obtained from the other party in strict confidence. The Receiving Party agrees However, nothing hereinabove contained shall deprive the party receiving the Confidential Information of the right to protect use or disclose any information: (a) which is, at the time of disclosure, known to the trade or public; (b) which becomes at a later date known to the trade or the public through no fault of the party receiving the Confidential Information and then only after said later date; (c) which is possessed by the party receiving the Confidential Information, as evidenced by such party’s written records, before receipt thereof from the party disclosing the Confidential Information; (d) which is disclosed to the party receiving the Confidential Information in good faith by a third party who has an independent right to such information; (e) which is developed by the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make party receiving the Confidential Information available to any partyas evidenced by documentation, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information; or, (f) which is required to be disclosed by the Parties agree party receiving the Confidential Information pursuant to an order of a court of competent jurisdiction or other governmental agency having the power to order such disclosure, provided that there can be no adequate remedy at law for the Receiving Party’s breach party receiving the Confidential Information uses its best efforts to provide timely notice to the party disclosing the Confidential Information of its obligations under this Sectionsuch order to permit such party an opportunity to contest such order. In the event that Seller owns copyrights to, patents to or has filed patent applications on, any technology related to the Equipment, Parts, Services or Rental furnished by Seller hereunder, and if Seller makes any improvements on such breach may result in irreparable harm to the Disclosing Party. Thereforetechnology, upon any then Seller shall own all such breach or threat thereofimprovements, the Disclosing Party shall be entitled to seek injunctive including drawings, specifications, patterns, calculations, technical information and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingdocuments.

Confidential Information. During SPX and Flowco shall, and each shall cause its Affiliates, officers, directors, employees, agents, representatives and advisors to, (a) hold in trust and maintain confidential all Confidential Information relating to the course other party and (b) limit the use and disclosure of the Confidential Information solely to the purposes of such party’s obligations, benefits or rights under this Agreement; provided, however, that a party may disclose such Confidential Information that such party reasonably believes it is required to disclose by applicable Law, provided that (unless prohibited by applicable Law) it first notifies the other party hereto of such requirement and allows such party a reasonable opportunity to seek a protective order or other appropriate remedy to prevent or minimize such disclosure. For the purposes of this Agreement, each Party “Confidential Information” shall mean all information regarding SPX or Flowco, as applicable, of a confidential or proprietary nature, whether oral, visual, in writing or in any other tangible form, and includes, without limitation, economic, scientific, technical, product and business data, business plans, and the like, except to the extent that such information can be shown to have been (i) in the “Disclosing Party”public domain through no action of the applicable receiving party or its Affiliates or any of their respective representatives or advisors, (ii) may disclose lawfully acquired from other sources by such receiving party or its Affiliates or any of their respective representatives or advisors to which it was furnished or (iii) independently developed by such receiving party or its Affiliates without use or reference to Confidential Information of the disclosing party’s or its Affiliates; provided, however, in the case of clause (ii) that, to the receiving party’s knowledge, such sources did not provide such information in breach of any confidentiality or fiduciary obligations. Without prejudice to the rights and remedies of either party to this Agreement, a party disclosing any Confidential Information to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information party in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except accordance with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope provisions of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party Agreement shall be entitled to seek injunctive and other appropriate equitable relief in addition by way of an injunction if the other party hereto breaches or threatens to breach any other remedies available to itprovision of this Section 4.2. Upon written the earlier of a request from by a disclosing party or the Disclosing Partytermination of this Agreement in accordance with Section 6, the Receiving Party each party shall promptly return to the Disclosing Party or destroy all Confidential Information of the other party and copies thereof. Upon request by the disclosing party, an authorized representative of the other party shall confirm in writing compliance with its obligation set forth in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingimmediately preceding sentence.

Confidential Information. During Each Party shall use at least the course same standard of care in the protection of Confidential Information of the other Party as it uses to protect its own confidential or proprietary information; provided, that such Confidential Information shall be protected in at least a reasonable manner. For purposes of this Agreement, with respect to each Party, “Confidential Information” includes all confidential or proprietary information and documentation of the other Party, including the terms of this Agreement, and all of the other Party’s software, data, financial information all reports, exhibits and other documentation prepared by any of the other Party’s Subsidiaries or Affiliates, in each case, to the extent provided or made available under, or in furtherance of, this Agreement. Each Party (shall use the “Disclosing Party”) may disclose to Confidential Information of the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information only in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except connection with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope purposes of this Agreement; or (b) disclose or Agreement and shall make the such Confidential Information available only to any partyits employees, except on subcontractors, or agents having a “need to know” basis with respect to the Receiving Party’s such purpose. Each Party shall advise its respective employees, contractorssubcontractors, and agents of such Party’s obligations under this Agreement. The obligations in this Section 8.1 will not restrict disclosure by a Party of Confidential Information of the other Party pursuant to applicable law, or by order or request of any court or government agency; provided, that have signed an agreement containing prior to such disclosure the Party making such disclosure shall (at the other Party’s sole cost and expense), if legally permitted and reasonably practicable, (a) promptly give notice to the other Party, (b) cooperate with the other Party with respect to taking steps to respond to or narrow the scope of such order or request and (c) only provide such information as is required by law, court order or a final, non-disclosure and non-use provisions substantially similar to those set forth hereinappealable ruling of a court of proper jurisdiction. Confidential Information shall of a Party will not include any information that be afforded the protection of this Article VIII if such Confidential Information was (i) is or becomes generally known to developed by the publicother Party independently as shown by its written business records regularly kept, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure obtained by the Disclosing Party; other Party without restriction from a third party, (iii) was lawfully received from a third party without breach publicly available other than through the fault or negligence of any obligation owed to the Disclosing Party; other Party or (iv) was independently developed released by the Receiving Party without use of that owns or reliance on Confidential Information. If has the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (rights to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingwithout restriction to anyone.

Confidential Information. During Except for those disclosures and/or uses expressly permitted under this Agreement and the course accompanying exhibits hereto (including, without limitation, Manager’s right to use the Technology Systems at Other Manager Properties as described herein), Owner and Manager agree that any confidential, non-public or proprietary information in any form or media (including oral, written, computerized or electronic) received, shared or made available by the other Party during the performance of this Agreement, each regarding Manager, on the one hand, and Owner, on the other hand, whether or not marked or identified as confidential, or similar information provided to a Party by a third party with an obligation of confidentiality (the “Disclosing PartyConfidential Information”) may disclose to ), will be treated by the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall full confidence and will not be (a) disclose or use any Confidential Information used for any purpose outside the scope of this Agreement; other than to perform hereunder or (b) disclose disclosed, provided or make the Confidential Information made available to any partyother Persons, except other than (x) a Party’s employees and attorneys (and, subject to reasonable confidentiality agreements to be provided upon request, contractors), on a “need to know” basis for a Party to the Receiving Partyperform hereunder or (y) to Owner’s employees, contractors, lenders and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth hereinother financing sources. “Confidential Information shall Information” will not include any information that (i) is or independently developed by a Party without reliance on Confidential Information; (ii) is acquired by a Party from another legitimate source; (iii) is disclosed by a disclosing Party to another person without a further obligation of confidentiality; (iv) becomes generally known to the public, other than as a result of an act industry or omission public through no fault of the Receiving disclosing Party; (iiv) was rightfully known is required to the Receiving Party prior be disclosed to its disclosure by the Disclosing enforce a Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party’s rights under this Agreement; or (ivvi) was independently developed by the is required to be disclosed pursuant to any Legal Requirement, provided that any Receiving Party without use of subject to such Legal Requirement (including interrogatories, document requests, subpoenas, civil investigative demands or reliance on Confidential Information. If similar processes) shall promptly notify the Receiving other Party is required and cooperate with any attempt by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to ita protective order. Upon written request from This provision shall survive the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingtermination of this Agreement for a period of two (2) years.

Confidential Information. During Each party (“Receiving Party”) acknowledges that, in the course of the performance of this Agreement, each Party it may learn certain confidential and proprietary information about the other party’s (the “Disclosing Party”) may disclose business and operations that has been identified as “confidential” or proprietary or that the receiving Party knows or has reason to the other Party (the “Receiving Party”) certain confidential and/or proprietary know to be confidential, including, without limitation, patient data, information of the Disclosing Party or personal health information (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of will keep all such information strictly confidential, and that it will not use it for any other purpose other than to exercise its own confidential and/or proprietary rights and responsibilities under this Agreement, that it will not resell, transfer, or otherwise disclose such information of like kind, but in no event using less than a reasonable standard of care. Except with to any third party without the Disclosing Party’s specific, prior written consent, the . Receiving Party agrees that Disclosing Party is and shall not remain the exclusive owner of Confidential Information disclosed hereunder and all patents, copyrights, trade secrets, trademarks and other intellectual property rights therein. Receiving Party shall, upon the request of Disclosing Party, return to Disclosing Party all drawings, documents and other tangible manifestations of Confidential Information received by Receiving Party pursuant to this Agreement (and all copies and reproductions thereof). The obligations in this provision shall remain in effect following termination of this Agreement. Specifically excluded from the Parties’ confidentiality obligation is all information that: (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s legitimate possession prior to receipt of such information from Disclosing Party; (b) that can be proven to have been independently developed by personnel of Receiving Party; (c) was rightfully received from third parties and, to the best knowledge of Receiving Party, without an obligation of confidentiality to Disclosing Party; (d) is in the public domain through means other than by breach of this Agreement by Receiving Party; or control(e) is disclosed pursuant to any judicial or government request, and all copies thereofrequirement or order, or, at provided that the Receiving Party takes reasonable steps to provide the Disclosing Party’s optionParty the ability to contest such request, certify its permanentrequirement or order. The parties acknowledge that Confidential Information has competitive value and that irreparable damage may result to the Disclosing Party if the Receiving Party discloses Confidential Information. The parties agree that legal proceedings at law or in equity, secure destruction including injunctive relief, are appropriate in writingthe event of a breach hereof without the duty of posting bond.

Confidential Information. During Each of eBay (and its Affiliates) and PayPal (and its Affiliates) (in such capacity, the course “Receiving Party”) agrees to hold, and to cause its Personnel to hold, in strict confidence, the Confidential Information of this Agreement, each the other Party (in such capacity, the “Disclosing Party”) may disclose using at least the same standard of care to prevent the other public disclosure and dissemination thereof as the Receiving Party (the uses to protect its own comparable Confidential Information. “Receiving Party”) certain confidential and/or proprietary information Confidential Information” of the Disclosing Party (“Confidential means information including marketing plans, product plans, business strategies, financial information, forecasts, Personal Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary , Highly Sensitive Information, customer lists and customer data, technical documents and information of like kindand any similar materials and information, but in no event using less than a reasonable standard of care. Except with regarding the Disclosing Party’s prior written consentParty and its Affiliates, or their representatives or customers, disclosed by the Disclosing Party to the Receiving Party shall not under or in connection with this Agreement, whether orally, electronically, in writing, or otherwise, including copies thereof, that is, in each case, (a) disclose if disclosed in a tangible form, marked using a legend such as “Confidential” or “Proprietary” or if not so marked, should be reasonably understood by the Receiving Party from the context of disclosure or from the information itself, to be confidential, or (b) if disclosed orally or visually, declared to be confidential or, if not so declared, should be reasonably understood by the Receiving Party from the context of disclosure or from the information itself to be confidential. Each of eBay and PayPal agrees, on its behalf and on behalf of its Affiliates, not to use any Confidential Information of the other Party other than for any purpose outside the scope of such purposes as shall be expressly permitted under this Agreement; or (b) disclose or make , except, in each case, to the extent that such Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that has been (i) is in the public domain or becomes generally known available to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its a disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party or any of its Affiliates or any of their Personnel in violation of this Agreement, (ii) later lawfully acquired from other sources by such Party (or any of its Affiliates) which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such Confidential Information or (iii) independently developed or generated without reference to or use of any proprietary or reliance on Confidential Informationconfidential information of the other Party or any of its Affiliates. If any Confidential Information of one Party or any of its Affiliates is disclosed to the other Party or of its Affiliates in connection with providing the Services under this Agreement, then such disclosed Confidential Information shall be used by the Receiving Party is only as required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of perform such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingServices.

Confidential Information. During the course of this Agreement, each Party “Confidential Information” is all confidential information disclosed by a party (the “Disclosing Party”) may disclose to the other Party party (the “Receiving Party”) certain ), whether orally or in writing, that is designated as confidential and/or proprietary information or that reasonably should be understood to be confidential given the nature of the Disclosing Party (“Confidential Information”)information and the circumstances of disclosure. The Receiving Party agrees to protect the Your Confidential Information in will include Your Data. [COP]’s Confidential Information will include the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consentServices (and any portion thereof), the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope terms and conditions of this Agreement; or (b) disclose or make the Confidential Information available to Agreement and any party, except on a “need to know” basis to the Receiving Party’s employees, contractorsSchedules, and agents that have signed an agreement containing non-disclosure all related Service order forms, as well as [COP]’s business and non-use provisions substantially similar to those set forth hereinmarketing plans, technology and technical information, product plans and designs, and business processes disclosed by [COP]. Confidential Information shall will not include any information that (i) is or becomes generally known to the publicpublic without breach of any obligation owed to the Disclosing Party, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; , (iii) was lawfully is received from a third party without breach of any obligation owed to the Disclosing Party; , or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential InformationParty. If the The Receiving Party is may disclose Confidential Information to the extent required by applicable law or regulation to disclose or otherwise report Confidential Informationcomply with binding orders of governmental entities that have jurisdiction over it; provided however that, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes permitted by law to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Partydo so, the Receiving Party shall return to gives the Disclosing Party all reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy, discloses only such Confidential Information in as is required by the Receiving Party’s possession or controlgovernmental entity, and uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information disclosed. You acknowledge that [COP], and its licensors, retain all copies thereofintellectual property rights and title, orin and to, at all of their Confidential Information and/or other proprietary information. This shall include, but not be limited to: products, services, and the Disclosing Party’s optionideas, certify its permanentconcepts, secure destruction techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in writingconnection with the Services provided by [COP] hereunder.

Confidential Information. During the course of this Agreement, each 10.1 Each Party (as “Receiving Party”) agrees that all code, inventions, know-how, business, personal data, technical and financial information it obtains from the disclosing party (“Disclosing Party”) may disclose to constitute the other Party (the “Receiving Party”) certain confidential and/or proprietary information property of the Disclosing Party (“Confidential Information”). The , provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party agrees to protect be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Customer Data, pricing information, Sysdig Technology, Beta Releases (including the existence of), performance information relating to the Services, Introductory SaaS Service or Beta Releases, and the terms and conditions of this Agreement shall be deemed Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of carewithout any marking or further designation. Except with the Disclosing Party’s prior written consentas expressly authorized herein, the Receiving Party shall (1) hold in confidence and not disclose any Confidential Information to third parties and (a2) disclose or not use any Confidential Information for any purpose outside the scope of other than fulfilling its obligations and exercising its rights under this Agreement; or (b) . The Receiving Party may disclose or make the Confidential Information available to any partyits employees, except on agents, contractors and other representatives having a “legitimate need to know” basis , provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 10 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 10. The Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information confidentiality obligations shall not include any apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.;

Confidential Information. During Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the course of this Agreement, each Party disclosing party (the “Disclosing Party”) may disclose to constitute the other Party (the “Receiving Party”) certain confidential and/or proprietary information property of the Disclosing Party (“Confidential Information”). The , provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party agrees to protect the be Confidential Information in due to the same manner that it protects nature of the confidentiality information disclosed and the circumstances surrounding the disclosure. Any software, documentation or technical information provided by NT (or its agents), performance information relating to the Software, and the terms of its own confidential and/or proprietary information this Agreement shall be deemed Confidential Information of like kind, but in no event using less than a reasonable standard of careNT without any marking or further designation. Except with the Disclosing Party’s prior written consentas expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Without limiting the foregoing, Customer shall ensure that its Procurement Agent is subject to written confidentiality terms that are no less protective of NT than the terms of this Agreement. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (a) disclose was rightfully in its possession or use any known to it prior to receipt of the Confidential Information for any purpose outside the scope of this AgreementInformation; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (iic) was is rightfully known to obtained by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed confidentiality obligation; (d) is independently developed by employees of the Receiving Party who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party; or (iv) was independently developed ). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any whatever other remedies available to itit might have at law. Upon written request from the Disclosing PartyFor clarity, the Receiving Party shall return above confidentiality restrictions do not apply to the Disclosing Party all Confidential Information in the Receiving PartyCustomer’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writinguse of Work Product.

Confidential Information. During Each party agrees that the course following materials and information and all copies thereof of whatever nature are confidential and are the proprietary information and trade secrets of the disclosing party: (i) the computer software and algorithms possessed by either party and all source documents relating to such software and algorithms; (ii) proprietary information of either party (including, without limitation, the names and addresses of customers, Content providers, and suppliers), and information that either party does not generally make available to the public; (iii) the methods, means, personnel, equipment, and software by and with which Customer provides its products and services and by and with which Company provides the Company network and its other products and services; (iv) the terms of this Agreement; and (v) any other information that either party reasonably designates, each Party (the “Disclosing Party”) may disclose by notice in writing delivered to the other Party (the “Receiving Party”) certain party, as being confidential and/or or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect Except as expressly permitted herein, neither party shall use the Confidential Information in of the same manner that it protects other party and each party shall keep the confidentiality Confidential Information of the other party secret to the degree such party keeps secret its own confidential and/or or proprietary information of like kindinformation, but and in any case using no event using less than a reasonable standard of care. Except with Confidential Information of the Disclosing Party’s prior written consent, the Receiving Party disclosing party shall not be disclosed by the party who receives such information except: (ai) disclose or use any Confidential Information for any purpose outside the scope of this Agreementto a party’s accountants, auditors, agents, legal counsel, and parent companies; provided, however, that such Parties agree to be bound by these confidentiality provisions; or (bii) disclose as may be required by any legal process, court order, or make governmental agency, in which event the Confidential Information available party making such disclosure shall so notify the other as promptly as practicable prior to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-making such disclosure and non-use provisions substantially similar to those set forth hereinshall seek confidential treatment of such information. No information that would otherwise be Confidential Information shall not include any information that be subject to the restrictions on disclosure in the event and to the extent that: (i) such information is in, or becomes generally known to part of, the public, other public domain otherwise than as a result of an act or omission through the fault of the Receiving Partyreceiving party; (ii) such information was rightfully known to the Receiving Party receiving party prior to its disclosure the execution of the Agreement as proven by the Disclosing Partyreceiving party’s written records; (iii) such information was lawfully received from revealed to the receiving party by a third party without breach of any having no obligation owed to the Disclosing Partyhold such information confidential; or (iv) was such information is developed independently developed of any of the disclosing party’s Confidential Information by the Receiving Party without use receiving party. This paragraph shall be in addition to and not supersede any separate confidentiality or non-disclosure Agreement executed by the Parties. In the event of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under a conflict between this Section, paragraph and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereofAgreement, the Disclosing Party provisions of such Agreement shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingprevail.

Confidential Information. During the course The Parties agree that all information regarding this Agreement, including but not limited to business plans and strategies, regulatory filings, pricing, systems and technology obtained or disclosed as a result of this Agreement, is proprietary to each of the Parties as specifically provided to each other and such information shall remain proprietary to such Party and shall at all times remain and be kept confidential by the Parties (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“"Confidential Information”"). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not be deemed to include any information that that: (i) is or becomes publicly known and generally known to available in the public, other than as a result of an public domain through no act or omission of the Receiving receiving Party; (ii) was rightfully is known to the Receiving Party prior to its disclosure by the Disclosing receiving Party, without confidentiality restrictions, at the time of receiving such information as evidenced by its contemporaneous written records; (iii) was is lawfully received from disclosed to the receiving Party by a third party without breach of any obligation owed restriction on use or disclosure to the Disclosing receiving Party’s knowledge upon reasonable investigation; or (iv) was is independently developed by or for the Receiving receiving Party without use of or reliance on reference to the other party’s Confidential InformationInformation as evidenced by its contemporaneous written records. If the Receiving The receiving Party is required by applicable law or regulation to may disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (Information to the extent legally permitted) required by an order of a court of competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by subpoena, summons or other administrative or legal process; provided, however, that the receiving Party has provided the disclosing Party with prompt written notice, if and reasonable assistanceto the extent permitted by applicable law, thereof so that the disclosing Party may seek a protective order or other appropriate remedy, at the Disclosing Party's its cost, and that, if such protective order or other remedy is not obtained, the Disclosing receiving Party wishes to contest the disclosure. Due to the unique nature furnishes only that portion of the Confidential InformationInformation that is legally required. The foregoing notwithstanding, nothing herein requires the Parties agree that there can be no adequate remedy at law for receiving Party to breach any applicable law, regulation, order of a court of competent jurisdiction, administrative agency or governmental body or any subpoena, summons or other administrative or legal process. Each Party shall maintain the Receiving other Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in confidence and shall not disclose any of the Receiving other Party’s possession or control, and all copies thereof, or, at Confidential Information to any third party without the Disclosing other Party’s optionwritten permission, certify its permanent, secure destruction in writingnot to be unreasonably withheld or delayed; provided further that any such third party agrees to be contractually bound by the confidentiality obligations of this Agreement. This Section shall survive termination of this Agreement.

Confidential Information. During Until the course Closing Date all Confidential Information, as hereinafter defined, acquired by Buyer with respect to the Shareholders or the Company, or by the Shareholders or the Company with respect to Buyer, shall be (i) maintained in strict confidence, (ii) used only for the purpose of and in connection with evaluating the transactions contemplated herein, and (iii) disclosed only (A) to employees and duly authorized agents and representatives who have been informed of the obligations of the parties under this Agreement with respect to such Confidential Information, who have a need to know the information in connection with consummating the transactions contemplated herein, and who agree to keep such information confidential, or (B) as required by legal process (of which the other parties shall be given prompt notice). Buyer, the Shareholders and the Company shall be responsible for any breach of this Section 3.5(a) by any of their respective representatives and each agrees to take all reasonable measures to restrain its representatives from prohibited or unauthorized disclosure of the Confidential Information. For the purpose of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (term “Confidential Information”). The Receiving Party agrees ” shall mean all information acquired by any party from another party hereto or its representatives pursuant to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except Section 3.2 or 3.3 hereof or otherwise with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis respect to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is business or becomes generally known to the publicoperations of such other party, other than (A) information generally available to the public which has not become available as a result of an act disclosure in violation of this Section 3.5(a) and (B) information which becomes available on a nonconfidential basis from a source other than a party to this Agreement or omission of the Receiving Party; (ii) was rightfully its representatives, provided that such source is not known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from party to this Agreement receiving such information to be bound by a third confidentiality agreement or other obligation of secrecy to another party without breach of any obligation owed to the Disclosing Party; this Agreement or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Informationits representatives. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Informationtransactions contemplated herein are not consummated, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in written or printed or other tangible form (whether copies or originals) shall be returned to the Receiving Party’s possession or controlparty of origin, and all copies thereofdocuments, ormemoranda, at notes and other writings whatsoever prepared by any party or its representatives based on Confidential Information shall be destroyed; and each party and its representatives will thereafter hold all Confidential Information concerning the Disclosing Party’s option, certify its permanent, secure destruction other parties hereto or the Shareholders in writingstrict confidence.

Confidential Information. During Each of the course Parties recognizes that it, or its Affiliates and Representatives, has acquired or will acquire Confidential Information the use or disclosure of this Agreementwhich could cause PubCo substantial loss and damages that could not be readily calculated and for which no remedy at Law would be adequate. Accordingly, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party Parties covenants and agrees with PubCo that it will not (“Confidential Information”). The Receiving Party agrees to protect and will cause its respective controlled Affiliates and Representatives not to) at any time, except with the prior written consent of PubCo, directly or indirectly, disclose any Confidential Information in the same manner that known to it protects the confidentiality of its own confidential and/or proprietary information of like kindto any third party, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not unless (a) disclose or use any Confidential Information for any purpose outside such information becomes known to the scope public through no fault of this Agreement; or such Party, (b) disclose disclosure is required by applicable Law or make court of competent jurisdiction or requested by a Governmental Entity; provided that such Party promptly notifies PubCo of such requirement or request and takes commercially reasonable steps, at the Confidential Information sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to any partysuch Party before, except on or after the Effective Date, without restriction, from a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that source (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (iiPubCo) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without any breach of any obligation owed duty to the Disclosing Party; PubCo or (ivd) such information was independently developed by such Party or its Representatives without the Receiving Party without use of or reliance on Confidential Information. If Notwithstanding the Receiving foregoing, nothing in this Investor Rights Agreement shall prohibit any Party is required by applicable law from disclosing Confidential Information to any Affiliate, Representative, limited partner, member or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice shareholder of such required disclosure (Party; provided that such Person shall be bound by an obligation of confidentiality with respect to the extent legally permitted) such Confidential Information and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled responsible for any breach of this Section 4.14 by any such Person. No Confidential Information shall be deemed to seek injunctive and other appropriate equitable relief in addition be provided to any other remedies available to it. Upon written request from the Disclosing Person, including any Affiliate of any Party, the Receiving Party shall return to the Disclosing Party all unless such Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingis actually provided to such Person.

Confidential Information. During the course Term of this Letter Agreement, each Party the parties will exchange certain information of a sensitive, proprietary, and/or confidential nature (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees Such Confidential Information, irrespective of the form of communication, shall mean: (i) any information, data, documents, or other materials of any kind or nature related in any way to protect the Confidential Information other party, from any source or for any reason, including, without limitation, as acquired by in the same manner that it protects course of contact between the confidentiality of its own confidential and/or proprietary parties; (ii) any information of like kindrelating to the other party’s business affairs or operations, including, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consentnot limited to its agents, the Receiving Party shall not (a) disclose affiliates, attorneys, or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth hereinrepresentatives. Confidential Information shall not include any information that which (i) is or becomes generally known available to the public, public other than as a result of a disclosure by the recipient of such Confidential Information or an act agent or omission representative of the Receiving Party; such recipient, (ii) was rightfully known available to the Receiving Party recipient on a non-confidential basis prior to its disclosure by either of the Disclosing Party; parties hereto, (iii) was lawfully received becomes available to the recipient on a non-confidential basis from some unrelated third-party source, provided that such source is not bound by a third party without confidentiality agreement with respect to the Confidential Information or otherwise prohibited from transmitting the information to the recipient by a contractual, legal or fiduciary obligation. The parties agrees not to disclose any Confidential Information belonging to the other or use any Confidential Information belonging to the other for their own use, or for any other purpose, except as necessary to perform their respective duties and obligations hereunder. The parties agree that the breach of any obligation owed this provision by would cause irreparable damage to the Disclosing Party; non-breaching party for which monetary damages would not adequately compensate, and would therefore by itself not constitute an adequate remedy for any such breach. The parties therefore agree that the non-breaching party shall be entitled, in addition to any rights and remedies it may have at law or (iv) was independently developed by in equity, to an injunction enjoining and restraining the Receiving Party without use disclosing party from violating the provisions hereof. While in possession or control of Confidential Information, or reliance on any media embodying same, Xxxx shall take reasonable efforts to keep such Confidential Information reasonably inaccessible from persons who are not otherwise authorized to view the Confidential Information. If the Receiving Party Xxxx is requested or required (by applicable law oral questions, interrogatories, requests for information or regulation documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature any of the Confidential Information, Xxxx shall provide Xxxxxxx X. Xxxxxxx with prompt written notice of such request or requirement so that MVP may seek a protective order or other appropriate remedy and/or waive compliance with the Parties agree provisions of this Agreement. Notwithstanding any other provision of this Agreement, Xxxx hereby acknowledges that there can be no adequate remedy at law for MVP owns the Receiving Party’s breach of its obligations under this Sectionexclusive right, title and any such breach may result interest in irreparable harm and to the Disclosing Party. ThereforeConfidential Information and the intellectual property embodied in, relating to, based upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to itarising from Confidential Information. Upon written request from the Disclosing Partytermination of this Agreement, the Receiving Party for any reason whatsoever, Xxxx shall return to the Disclosing Party MVP all Confidential Information Information, in whatever media including, without limitation, all papers, drawings, notes, memoranda, manuals, specifications, designs, devices, code, e-mail, documents, diskettes, tapes and any other material. Xxxx shall also return any keys, access cards and other property and equipment belonging to MVP and/or any of MVP’s affiliates. Xxxx hereby acknowledges and agrees that all data and information stored on or transmitted using MVP owned or leased equipment is the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingproperty of MVP.

Confidential Information. During The parties hereto agree that each shall keep completely confidential and shall not publish or otherwise divulge or use for its own benefit or for the course benefit of this Agreement, each Party any third party any information of a proprietary nature furnished to it (the “Receiving Party”) by the other party (the “Disclosing Party”) may disclose for a period of five (5) years after the termination of this Agreement without the prior written approval of the disclosing party in each instance, except to the other Party (extent that it is necessary to divulge such information for the “Receiving Party”) certain confidential and/or proprietary information obtaining of governmental approval for the marketing of the Disclosing Party (“Confidential Information”). The Product and the Receiving Party agrees discloses only the minimum of information necessary in connection therewith and takes reasonable steps to protect the Confidential Information in the same manner that it protects maintain the confidentiality of such information. Nothing in this Article 7 shall prevent disclosure or use of information: (i) already known to the Receiving Party prior to its own confidential and/or proprietary receipt of such information of like kind, but in no event using less than a reasonable standard of care. Except with from the Disclosing Party’s prior written consent, the Receiving Party shall not ; (aii) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally which was known to the publicpublic at the time of disclosure, other than as a result of an or subsequently becomes so known through no act or omission of the Receiving Party; (iiiii) was rightfully known to which is properly acquired by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed having the right to the Disclosing Partyconvey such information; or (iv) was independently developed that is required to be disclosed by law or regulation or in connection with any financing, acquisition, merger or sale, provided the Receiving Party without use of or reliance on Confidential Information. If provides the Receiving Disclosing Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt with advance notice of such required disclosure (and takes reasonable steps to protect the confidentiality of such information. Information of a proprietary nature shall include, but not be limited to, information concerning a party’s products, proposed products, marketing plans, methods of manufacture, customers or any other information or materials in whatever form not generally known to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosurepublic. Due Subject to the unique nature foregoing, this specific terms of the Confidential Informationthis Agreement (including all financial terms) shall be kept confidential, however, the Parties agree that there can be no adequate remedy at law for parties may refer generally to this Agreement and the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingparties’ relationship arising therefrom.

Confidential Information. During the course of this Agreement, each If either Party (“Receiving Party”) gains access to confidential information of the other Party (“Disclosing Party”) may disclose to concerning the Disclosing Party's prices, business, plans, technology, products, and other Party (the “Receiving Party”) certain confidential and/or proprietary non-public information of the Disclosing Party (collectively, “Confidential InformationCI”), then the terms of this section will apply. CI includes all information in tangible or intangible form that is marked or designated as confidential by the Disclosing Party or that, under the circumstances of its disclosure, should be considered confidential. The Receiving Disclosing Party owns all right, title and interest, including all Intellectual Property Rights in the Disclosing Party's CI. Each Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of will not use in any way, for its own confidential and/or proprietary information benefit or the benefit of like kindany third party, but in no event using less than a reasonable standard except as expressly permitted by, or as required to implement, this Agreement, nor disclose to any third party (except as required by law or to such Party’s attorneys, accountants and other advisors as reasonably necessary), any of care. Except with the Disclosing Party’s prior written consent, CI. Each Party will take reasonable precautions to protect the Receiving Party shall confidentiality of the other Party’s CI that are at least as stringent as it takes to protect its own CI. Information will not be deemed CI under this Agreement if (a) disclose it was in the public domain or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by receipt from the Disclosing Party from a source other than one having an obligation of confidentiality to the Disclosing Party; (iiib) it has become publicly known, except through a breach of this Agreement by the Receiving Party; (c) it was lawfully received from a third party without breach rightfully communicated to the Receiving Party free of any obligation owed of confidence subsequent to the time it was communicated by Disclosing Party; or (ivd) was it has been entirely independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm reference to the Disclosing Party. Therefore, upon any such breach or threat thereof, ’s CI; (e) it was communicated by the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition an unaffiliated third party free of any obligation of confidence; or (f) it is information provided by any LinkedIn Member to any other remedies available LinkedIn while utilizing LinkedIn’s services (i.e., pursuant to itthe User Agreement). Upon written request from Notwithstanding the Disclosing Partyabove, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at may disclose the Disclosing Party’s optionCI, certify its permanentwithout violating this Agreement, secure destruction to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that, the Receiving Party gives the Disclosing Party reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the Disclosing Party in writingobtaining, a protective order preventing or limiting the disclosure and/or requiring that the CI so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.

Confidential Information. During the course For purposes of this Agreement, “Proprietary Information” shall be defined as any confidential or proprietary information of you or us (each Party (a “Party” and collectively the “Disclosing PartyParties”) may disclose or their respective affiliates provided to the other Party (party during the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope term of this Agreement; or (b) disclose or make the Confidential Information available , including, but not limited to any partyconfidential customer lists, except on information relating to customer accounts, and other proprietary and confidential information related to a “need to know” basis to the Receiving Party’s employeesbusiness or customers, contractorsor owned by a Party’s customers; provided, and agents however, that have signed an agreement containing non-disclosure and non-use provisions substantially similar nothing in this paragraph or otherwise shall be deemed to those set forth hereinprohibit or restrict either Party or their affiliates in any way from soliciting any product or service directed at, without limitation, the general public, any segment thereof or any specific individual provided such solicitation is not based upon any such Proprietary Information. Confidential Information The term “Proprietary Information” shall not include any information that (i) is information lawfully in the possession of a Party or becomes generally known its affiliates prior to its receipt from the public, other than as a result Party and without obligation of an act or omission of the Receiving Partyconfidentiality; (ii) was rightfully known to information which, without any fault of the Receiving Party prior to its disclosure by other Party, is or becomes available in the Disclosing Partypublic domain; (iii) was lawfully received from information subsequently disclosed on a non-confidential basis by a third party without breach of any obligation owed to not known by the Disclosing Partydisclosing Party as having a confidential relationship with the Parties and which rightfully acquired such information; or (iv) was information that is independently developed by a Party; (v) information communicated with the Receiving express written consent of the other Party, or (vi) information legally requested or required to be disclosed pursuant to a competent judicial order or other legal, administrative or regulatory process. Neither Party without gains any ownership of the other Party’s Proprietary Information hereunder and each Party agrees that any Proprietary Information provided to it by the other Party shall at all times remain the sole property of the other Party. Each Party acknowledges that the Proprietary Information of the other Party is valuable and must be kept confidential. Each party shall hold the Proprietary Information of the other Party confidential and shall limit access to such Proprietary Information to its employees and agents whose use of such Proprietary Information is necessary for the conduct of its business. Each Party shall take commercially reasonable steps to prevent unauthorized disclosure or reliance use of the Proprietary Information of the other Party. Each Party acknowledges that either Party delivering confidential customer information may be subject to certain laws and regulations regarding the privacy and protection of consumer information, and that any receipt or use of confidential customer information by either Party may also be subject to compliance with such state and federal laws and regulations, including, if applicable the laws and regulations of the Commonwealth of Massachusetts. The provisions found in this Section on Confidential Information. If the Receiving Party is required by applicable law Information will survive any expiration or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature termination of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingAgreement.

Confidential Information. During the course “Confidential Information” of this Agreement, each Party (the “Disclosing Party”) may disclose a party shall mean all data and information submitted to the other Party party or obtained by the other party in connection with the transactions contemplated hereby, including information relating to a party’s customers (the “Receiving Party”) certain confidential and/or which includes, without limitation, Non-Public Personal Information as that term is defined in Securities and Exchange Commission Regulation S-P), technology, operations, facilities, consumer markets, products, capacities, systems, procedures, security practices, research, development, business affairs, ideas, concepts, innovations, inventions, designs, business methodologies, improvements, trade secrets, copyrightable subject matter and other proprietary information of the Disclosing Party (“Confidential Information”)information. The Receiving Party agrees to protect the All Confidential Information relating to a party shall be held in confidence by the other party to the same extent and in at least the same manner that it as such party protects the confidentiality of its own confidential and/or or proprietary information information. Neither party shall disclose, publish, release, transfer or otherwise make available Confidential Information of like kindthe other party in any form to, but in no event using less than a reasonable standard of care. Except with or for the Disclosing Partyuse or benefit of, any person or entity without the other party’s prior written consent. Each party shall, however, be permitted to disclose relevant aspects of the other party’s Confidential Information to its officers, agents, subcontractors and employees to the extent such disclosure is reasonably necessary for the performance of its duties and obligations under this Agreement and such disclosure is not prohibited by Xxxxx-Xxxxx-Xxxxxx Act of 1999 (“GLBA”), which amends the Securities and Exchange Act of 1934, as it may be amended from time to time, the Receiving Party regulations promulgated by the Securities and Exchange Commission thereunder or other Applicable Law; provided, however, that such party shall take all reasonable measures to ensure that Confidential Information of the other party is not disclosed or duplicated in contravention of the provisions of this Agreement by such officers, agents, subcontractors and employees. The obligations in this Section shall not restrict any disclosure by either party pursuant to any Applicable Law, or by order of any court or government agency (aprovided that the disclosing party shall give prompt notice to the non-disclosing party of such order) disclose and shall not apply with respect to information which (i) is developed by the other party without violating the disclosing party’s proprietary rights; (ii) is or use becomes publicly known (other than through unauthorized disclosure); (iii) is disclosed by the owner of such information to a third party free of any Confidential Information for obligation of confidentiality; (iv) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or any purpose outside confidentiality agreements entered into between the scope parties before the effective date of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (iv) is or becomes generally known to the public, other than as rightfully received by a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach free of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Informationconfidentiality. If the Receiving Party is required GLBA, the regulations promulgated by applicable law the Securities and Exchange Commission thereunder or regulation other Applicable Law now or hereafter in effect imposes a higher standard of confidentiality to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, such standard shall prevail over the Parties agree provisions of this Section. Client acknowledges that there can the services Pershing provides hereunder involve Client access to proprietary technology, trading and other systems, and that techniques, algorithms and processes contained in such systems constitute trade secrets and shall be no adequate remedy at law for safeguarded by Client, and that Client shall exercise reasonable care to protect Pershing’s interest in such trade secrets. Client agrees to make the Receiving Party’s proprietary nature of such systems known to those of its consultants, staff, agents or clients who may reasonably be expected to come into contact with such systems. Client agrees that any breach of its obligations under this Section, and any such breach confidentiality provision may result in irreparable harm to its being liable for damages as provided by law. This Section shall survive the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingtermination of this Agreement.

Confidential Information. During Except to the course of extent expressly authorized by this Agreement or otherwise provided herein or agreed in writing by the Parties, during the Term and for two (2) years thereafter, each Party shall keep confidential and shall not publish or otherwise disclosed and shall not use for any purpose other than as permitted in this Agreement any Inventions disclosed to it by the other Party or its Affiliates pursuant to this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (collectively, “Confidential Information”” of the disclosing Party). The Receiving Each Party agrees shall use at least the same standard of care as it uses to protect the Confidential Information in the same manner that it protects the confidentiality proprietary or confidential information of its own confidential and/or proprietary information of like kindown, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall to ensure that its and its Affiliates’ and sublicensees’ employees, previous employees, agents, consultants and other representatives do not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make any unauthorized use of the Confidential Information available to of the other Party. Each Party shall promptly notify the other upon discovery of any party, except on a “need to know” basis to unauthorized use or disclosure of the Receiving other Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If The Parties further acknowledge that each Party has disclosed to the Receiving other Party, prior to the Effective Date, certain confidential information pursuant to that certain Confidential Disclosure Agreement entered into between the Parties as of February 18, 2009, and amended on February 10, 2010 (the “CDA”) that limits the disclosure and use of certain confidential information (as defined in such CDA) by the receiving Party. Any such confidential information earlier disclosed by one Party to the other under such earlier CDA shall be deemed to be the Confidential Information of the disclosing Party as defined in this Agreement and notwithstanding any provisions of the CDA shall be subject to all the terms of this Article 9 and the CDA shall no longer cover such Confidential Information. The CDA is hereby terminated and of no further force or effect. The terms and conditions of this Agreement (but not the existence hereof) shall be the Confidential Information of both Parties. Any Confidential Information disclosed hereunder shall be the Confidential Information of the disclosing Party. The receiving Party is required by applicable law or regulation permitted to disclose or otherwise report use such Confidential Information, it shall provide prompt notice of such required disclosure (Information only to the extent legally permitted) permitted in this Agreement or the Secondment Agreement. For purposes of this Article 9, an Excluded Affiliate of TOTAL shall not be considered an Affiliate of TOTAL and reasonable assistance, at the Disclosing shall be treated as a Third Party's cost, if the Disclosing . Any Inventions solely owned by a Party wishes to contest the disclosure. Due to the unique nature hereunder shall constitute Confidential Information of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, such Party and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Inventions jointly owned by a Party hereunder shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all constitute Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingof both Parties.

Confidential Information. During the course of this Agreement, each Party All technology and know-how disclosed by one party (the “Disclosing Party”) may disclose to the other Party party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party hereunder (“Confidential Information”). The ) shall be used solely and exclusively by Receiving Party agrees to protect in a manner consistent with the Confidential Information licenses granted hereunder and the purposes of this Agreement as stated in the same manner that it protects preamble and recitals hereto; maintained in confidence by the confidentiality Receiving Party; and shall not be disclosed to any non-party or used for any purpose except to exercise its rights and perform its obligations under this Agreement without the prior written consent of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, except to the extent that the Receiving Party shall not can demonstrate by competent written evidence that such information: (a) disclose or use any Confidential Information for any purpose outside is known by the scope Receiving Party at the time of this Agreement; or (b) disclose or make its receipt and, not through a prior disclosure by the Confidential Information available to any partyDisclosing Party, except on a “need to know” basis to as documented by the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that business records; (ib) is or becomes generally known to in the public, public domain other than as a result of an act or omission any breach of this Agreement by the Receiving Party; (iic) was rightfully known is subsequently disclosed to the Receiving Party prior to its disclosure on a non-confidential basis by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partywho may lawfully do so; or (ivd) was is independently discovered or developed by the Receiving Party without the use of or reliance on Confidential Information. If the Receiving Party is required Information provided by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for as documented by the Receiving Party’s breach business records. Within thirty (30) days after any expiration or termination of its obligations under this SectionAgreement, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return destroy (and certify to the Disclosing Party such destruction) or return all Confidential Information provided by the Disclosing Party except as otherwise set forth in this Agreement. One (1) copy of the Confidential Information may be retained in the Receiving Party’s possession files solely for archival purposes as a means of determining any continuing or controlsurviving obligations under this Agreement. The confidential obligations under this Agreement shall survive this Agreement for a period of five (5) years. To the extent Gilead receives any Confidential Information from Licensee relating to EVG, EVG Product, EVG Combination Product or Quad, Gilead will have the right to disclose such Confidential Information to Japan Tobacco, provided such disclosure remains subject to the obligations of confidentiality and all copies thereof, or, at non-disclosure set forth in the Disclosing Party’s option, certify its permanent, secure destruction in writingJapan Tobacco Agreement.

Confidential Information. During From time to time during the course term of this Agreement, Chiron and CDC may provide to each Party other information concerning patents, patent applications, license agreements and other confidential or proprietary information related to this Agreement (the “Disclosing "Information"). Each party receiving the Information (the "Receiving Party”") may shall during the term of this Agreement and for a period of three years after termination hereof: (i) maintain the Information in confidence, (ii) not disclose the Information to any third party, other than employees, agents or consultants of the Receiving Party or its Affiliates or sublicensees who have a need to know the Information and who are bound by confidentiality obligations to the Receiving Party not less restrictive than those contained herein and (iii) not use the Information for any purpose not directly related to performance or otherwise authorized under this Agreement. The obligations of this Article 8 shall not apply to any Information which is or which becomes generally known to the public by publication or by means other than a breach of a duty by the Receiving Party; or which is otherwise known by the Receiving Party at the time of disclosure by the other party; or which otherwise becomes available to the Receiving Party from a third party not in breach of confidentiality obligations to the other party; or which is developed by the Receiving Party (independent of any disclosure from the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”)other party. The Receiving Party agrees shall also be permitted to protect make disclosures of Information which are reasonably necessary in connection with a possible grant of a permitted sublicense by the Receiving Party or in due diligence related to a possible acquisition, merger, consolidation, substantial asset transfer, or similar transaction of the Receiving Party, provided that the recipient is bound to the Receiving Party by confidentiality obligations with respect to the Confidential Information in no less restrictive than those set forth herein. Nothing herein shall prevent the same manner Receiving Party from making such disclosures of Information as are reasonably required by law, regulation, or order of any court or governmental agency, provided that it protects the confidentiality Receiving Party has provided reasonable advance notice to allow the disclosing party the opportunity to seek a protective order or otherwise contest, prevent or limit such disclosure. Upon termination of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consentthis Agreement for any reason, the Receiving Party shall not (a) disclose return, or use any Confidential Information for any purpose outside at the scope option of this Agreement; or (b) disclose or make the Confidential Information available to any disclosing party, except on a “need to know” basis to the Receiving Party’s employeescertify destruction of, contractors, all Information and agents copies thereof; provided that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to may retain one copy thereof in its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) department files solely for evidentiary and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingregulatory purposes.

Confidential Information. During Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the course of this Agreement, each Party disclosing party (the “Disclosing Party”) may disclose to constitute the other Party (the “Receiving Party”) certain confidential and/or proprietary information property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Receiving Party agrees Trimble Technology, performance information relating to protect the Service, and the terms and conditions of this Agreement will be deemed Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of careTrimble without any marking or further designation. Except with the Disclosing Party’s prior written consentas expressly authorized herein, the Receiving Party shall will (1) hold in confidence and not disclose any Confidential Information to third parties and (a2) disclose or not use any Confidential Information for any purpose outside other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Trimble, the scope subcontractors referenced in Section 13.8), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 10 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Section 10. The Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar confidentiality obligations will not apply to those set forth herein. Confidential Information shall not include any information that the Receiving Party can document: was rightfully in its possession or known to it prior to receipt of the Confidential Information; (iii) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (iiiii) was is rightfully known to obtained by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partyconfidentiality obligation; or (iv) was is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall will be entitled to seek injunctive and other appropriate equitable relief in addition to any whatever other remedies available it might have at law. For the avoidance of doubt, unauthorized access by third parties to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all any Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingwill not be deemed a breach of this Section 10.

Confidential Information. During Each party will, to the course extent and in accordance with the policies used to protect its own information of similar importance, use its best efforts to refrain from and prevent the use, duplication, or disclosure of during or after the Term any Confidential Information of the other party, disclosed or obtained by such party while performing its obligations under this Agreement, each Party (except when such use or disclosure is for the “Disclosing Party”) may disclose limited purpose of performing obligations under this Agreement. Neither party will have an obligation of confidentiality with regard to the other Party (the “Receiving Party”) certain confidential and/or proprietary any information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in insofar as the same manner that it protects (i) was known to such party prior to disclosure; (ii) is at the confidentiality time of its own confidential and/or proprietary information disclosure publicly available or becomes publicly available other than as a result of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope breach of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (iiii) is or becomes generally known disclosed to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure such party by the Disclosing Party; (iii) was lawfully received from a third party without breach not under a duty not to disclose such information. In addition, the confidentiality obligations set forth above will not apply to any Confidential Information which is disclosed pursuant to any law of the United States or any state thereof; the order of any obligation owed to the Disclosing Partycourt or governmental agency; or (iv) was independently developed the rules and regulations of any governmental agency. Prior to any disclosure required by law or order of any court or government agency, the Receiving Party without use disclosing party will notify the other party of or reliance on Confidential Informationthe required disclosure. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure is to be made within ten (to 10) days after the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature disclosing party becoming aware or informed of the Confidential Informationobligation to disclose, the Parties disclosing party will notify the other party by the end of the next business day following the day the disclosing party became aware of its disclosure obligation. The parties agree that there can be an impending or existing violation of any provision of this Section by one party would cause the other party irreparable injury for which it would have no adequate remedy at law for the Receiving Party’s breach of its obligations under this Sectionlaw, and any agree that such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall other party will be entitled to seek obtain immediate injunctive and other appropriate equitable relief prohibiting such violation, in addition to any other rights and remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies The nclusion of copyright notices on any software licensed hereunder does not constitute publication thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During Each of the course of this Agreement, each Party (Custodian and the “Disclosing Party”) may disclose Client agrees that it will maintain any confidential and proprietary information disclosed to it by the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party hereto (“Confidential Information”). The Receiving Party agrees , in a confidential manner using the same care it uses to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or information, and will not use for its own benefit or otherwise the Confidential Information of the other Party except (x) as expressly authorized by this Agreement and to the extent necessary for performance of this Agreement or (y) upon the prior written consent of the other Party; provided, however, that each of the Custodian and the Client may disclose any such confidential or proprietary information of like kindthe other Party to those of its affiliates and its and their officers, but directors, employees, agents (including its accountants, attorneys and financial advisors), and contractors (“Representatives”), in no event using less than a reasonable standard each case, who need to know such information for purposes of care. Except this Agreement and who are bound by confidentiality obligations consistent with the Disclosing Party’s prior written consentterms hereof. Notwithstanding the foregoing, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that was (ia) is or becomes generally known publicly available prior to the public, other than as a result of an act or omission of the Receiving Partydisclosure by such disclosing party; (iib) was rightfully known already in the receiving party’s possession and not subject to the Receiving Party prior to its disclosure an obligation of confidentiality; (c) obtained by the Disclosing Party; (iii) was lawfully received receiving party from a third party without breach of any obligation owed to the Disclosing Partyrestriction on disclosure; or (ivd) was entirely independently developed by the Receiving Party receiving party without use reference to any Confidential Information of or reliance the disclosing party; (e) the tax treatment and any facts that may be relevant to the income tax consequences of the transactions contemplated by this Agreement. The Client shall treat the terms of this Agreement, including the fees set forth on Schedule 1 hereto, as Confidential Information. If If, at any time, the Receiving Party receiving party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice make any disclosure of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature any of the Confidential Information, by summons, subpoena, judicial or administrative order or otherwise, the Parties agree that there can be no adequate remedy receiving party shall (to the extent permissible and practicable under the circumstances) give prompt prior written notice of such requirement to the disclosing party and permit the disclosing party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide reasonable cooperation and assistance to the disclosing party in lawful efforts to resist, limit or delay disclosure at law for the Receiving Partydisclosing party’s breach of its sole expense. Notwithstanding the foregoing, the Custodian may disclose the Client’s Confidential Information to the Custodian’s regulators without any notice thereof, and the Client may file a “form of” this Agreement on the SEC’s XXXXX system if and as required by Client’s obligations under the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended. The receiving party shall promptly notify the disclosing party in writing of any loss, or use, access or disclosure of Confidential Information of the disclosing party in violation of this Section, Agreement promptly following recipient’s discovery and any such breach may result in irreparable harm shall promptly take measures to minimize the effect and prevent its recurrence. The receiving party shall be liable under this Agreement to the Disclosing Party. Thereforedisclosing party for any loss, upon any such breach or threat thereofaccess, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief use, or disclosure in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession violation of this Agreement by itself or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingRepresentatives.

Confidential Information. During The parties hereby covenant and agree to maintain confidential all Confidential Information relating to the course other party or any of such other party’s Subsidiaries. Without limiting the generality of the foregoing, each party shall cause its employees and agents to exercise the same level of care with respect to Confidential Information relating to the other party or any of its Subsidiaries as it would with respect to proprietary information, materials and processes relating to itself or any of its Subsidiaries. “Confidential Information” shall mean all information, materials and processes relating to a party or any Subsidiary of such party obtained by the other party or any Subsidiary of such other party at any time (whether prior to or after the date hereof) in any format whatsoever (whether orally, visually, in writing, electronically or in any other form) relating to, arising out of or in connection with the Services rendered or to be rendered hereunder and shall include, but not be limited to, economic and business information or data, business plans, computer software and information relating to employees, vendors, customers, products, financial performance and projections, processes, strategies and systems but shall not include (i) information which becomes generally available to the public other than by release in violation of the provisions of this Section 7.01, (ii) information which becomes available on a non-confidential basis to a party from a source other than the other party to this Agreement, each Party provided the party in question reasonably believes that such source is not or was not bound to hold such information confidential and (the “Disclosing Party”iii) may disclose to information acquired or developed independently by a party without violating this Section 7.01 or any other confidentiality agreement with the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of careparty. Except with the Disclosing Party’s prior written consentconsent of the other party, each party will use the Receiving Party shall not (a) disclose or use any other party’s Confidential Information only in connection with the performance of its obligations hereunder and each party shall use commercially reasonable efforts to restrict access to the other party’s Confidential Information to those employees of such party requiring access for the purpose of providing Services hereunder. Notwithstanding any purpose outside the scope provision of this Agreement; or (b) Section 7.01 to the contrary, a party may disclose or make such portion of the Confidential Information available to any party, except on a “need to know” basis relating to the Receiving Party’s employeesother party to the extent, contractorsbut only to the extent, the disclosing party reasonably believes that such disclosure is required under law or the rules of a Governmental Authority; provided that the disclosing party first notifies the other party hereto of such requirement and agents allows such party a reasonable opportunity to seek a protective order or other appropriate remedy to prevent such disclosure. The parties acknowledge that have signed an agreement containing money damages would not be a sufficient remedy for any breach of the provisions of this Section 7.01 and that the non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third breaching party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information a court of law in the Receiving Party’s possession event of, or controlto prevent, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writinga breach or threatened breach of this Section 7.01.

Confidential Information. During Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the course of this Agreement, each Party disclosing party (the “Disclosing Party”) may disclose to constitutes the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Receiving Party agrees to protect the Tools and any updates, upgrades, modifications, derivatives, specifications, technical guides, or other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of careXxxxxx without any marking or future designation. Except with the Disclosing Party’s prior written consentas expressly authorized herein, the Receiving Party shall will hold in confidence and not (a) use or disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Information. The Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information nondisclosure obligation shall not include any apply to information that which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (iiiii) was is rightfully known to obtained by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party; or (iv) was independently developed ). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to itCustomer all Customer Materials then in its possession. Upon written request from Xxxxxx will retain Customer Materials for 30 days following termination or expiration. Once 30 days have elapsed, Xxxxxx will permanently delete the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingCustomer Materials.

Confidential Information. During the course Any Party receiving or possessing Confidential Information of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party shall use commercially reasonable efforts to: (i) maintain the confidential and proprietary status of such Confidential Information; (ii) keep such Confidential Information and each part thereof within its possession or under its control sufficient to prevent any activity with respect to the Confidential Information that is not specifically authorized by this Agreement; (iii) prevent the disclosure of any Confidential Information to any other Person; and (iv) ensure that such Confidential Information is used only for those purposes specifically authorized herein; provided, however, that such restriction shall not apply to any Confidential Information which is (a) independently developed by the receiving Party without reference to Confidential Information of the disclosing Party, (b) in the public domain at the time of its receipt or thereafter becomes part of the public domain through no fault of the receiving Party, (c) received by the receiving Party without an obligation of confidentiality from a third party having the right to disclose such information, (d) released from the restrictions of this Section 5.3 by the express written consent of the disclosing Party, (e) disclosed to any actual or prospective permitted assignee, Partner, investor, licensee, sublicensee or subcontractor of either Xxxxxxx or Orchid (if such actual or prospective assignee, Partner, investor, licensee, sublicense or subcontractor is subject to the provisions of this Section 5.3 or comparable provisions of other documents), or (f) required by law, statute, rule or court order to be disclosed (the “Receiving Party”) certain disclosing party shall, however, use commercially reasonable efforts to obtain confidential and/or proprietary information treatment of any such disclosure and shall notify the other party in writing of the Disclosing Party (“request or requirement as soon as feasible so that such other party may make timely effort to protect or limit the conditions of disclosure of its Confidential Information”). The Receiving Party agrees Without limiting the generality of the foregoing, Xxxxxxx and Orchid each shall use its commercially reasonable efforts to obtain confidentiality agreements from its respective Partners, investors, licensees, sublicensees, subcontractors employees and agents, similar in scope to this Section 5.3, to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During Each Party agrees that it shall treat in confidence all documents, materials and other information that it obtains regarding the other Party during the course of (a) the negotiations leading to the execution of, and consummation of the transactions contemplated in, this Agreement (whether obtained before or after the date of this Agreement) or (b) the investigation provided for in, each Party (and the “Disclosing Party”) may disclose to the preparation of, this Agreement and other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party related documents (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in shall not be communicated to any third party (other than the same manner that it protects the Parties’ respective counsel, accountants, financial advisors, or other agents or representatives, each of whom also should be bound to confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except by agreement with the Disclosing Party’s prior written consent, the Receiving retaining Party).82 No Party shall not (a) disclose or use any Confidential Information in any manner whatsoever except solely for any purpose outside purposes related to the scope of transaction contemplated by this Agreement; or (b) disclose or make the . The obligation of each Party to treat Confidential Information available in confidence shall not apply to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (ia) is or becomes generally known available to the publicParty, other than in 80 The copies typically go to the parties’ counsel. 81 See supra note 80. 82 Each party should make these arrangements with its own counsel, accountants, financial advisors, or other agents or representatives, as necessary. violation of a confidentiality obligation to the other Party, from a source other than that Party or its counsel, accountants, financial advisors, or other agents or representatives; (b) is or becomes available to the public other than as a result of an act disclosure by that Party or omission of the Receiving Partyits counsel, accountants, financial advisors, or other agents or representatives; (iic) was rightfully known is required to be disclosed by the Party under applicable law or judicial process, but only to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partyextent it must be so disclosed; or (ivd) was independently developed as to which the Party reasonably deems disclosure necessary after consultation with the other Party to obtain any of the consents or approvals contemplated by the Receiving Party without use of or reliance on Confidential Informationthis Agreement. If the Receiving transactions contemplated in this Agreement are not consummated, each Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall will return to the Disclosing other Party all copies of nonpublic Confidential Information that have been furnished to it by the other Party or its counsel, accountants, financial advisors, or other agents or representatives in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingconnection with this Agreement.

Confidential Information. During Except as may be required by law, the course Over-the-Counter Bulletin Board or other regulation or as otherwise expressly contemplated herein, no Party or their respective Affiliates, employees, agents and representatives will disclose to any Person the existence of this Agreement, each the subject matter or terms hereof or any Confidential Information concerning the business or affairs of any other Party (that it may have acquired from such Party in the “Disclosing Party”) course of pursuing the transactions without the prior written consent of Acquired Corp or Parent, as the case may be; provided, however, any Party may disclose any such Confidential Information as follows: (a) to such Party's Affiliates and its or its Affiliates' employees, lenders, counsel, or accountants, the actions for which the applicable Party will be responsible; (b) to comply with any applicable law or order, provided that prior to making any such disclosure the Party making the disclosure notifies the other Party of any action of which it is aware which may result in disclosure and uses its Reasonable Best Efforts to limit or prevent such disclosure; (c) to the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect extent that the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known available to the public, other than as a result of an act or omission public through no fault of the Receiving PartyParty or its Affiliates making such disclosure; (iid) was rightfully known to the Receiving extent that the same information is in the possession (on a non-confidential basis) of the Party making such disclosure prior to its disclosure by the Disclosing Partyreceipt of such Confidential Information; (iiie) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partyextent that the Party that received the Confidential Information independently develops the same information without in any way relying on any Confidential Information; or (ivf) was independently developed to the extent that the same information becomes available to the Party making such disclosure on a non-confidential basis from a source other than a Party or its Affiliates, which source, to the disclosing Party's Best Knowledge, is not prohibited from disclosing such information by a legal, Contractual, or fiduciary obligation to the Receiving Party without use of or reliance on Confidential Informationother Party. If the Receiving transactions are not consummated, each Party is required by applicable law will return or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature destroy as much of the Confidential InformationInformation concerning the other Party as the Parties that have provided such information may reasonably request. Notwithstanding the foregoing, Parent may make such public disclosure of the existence of this Agreement, the Parties agree principal economic terms thereof, and the status with respect to achieving the Closing as it desires; provided, that there can be no adequate remedy at law for Parent will consult with Acquired Corp prior to releasing any such public disclosure so that Acquired Corp may notify its employees of the Receiving Party’s breach transactions. Neither Acquired Corp nor any of its obligations under Affiliates will issue any press release or other public announcement related to this Section, and any such breach may result in irreparable harm to Agreement or the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon transactions without Parent's prior written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingapproval.

Confidential Information. During Subject to Section 9.3 below, the course Parties acknowledge that in connection with the performance of the services under this Agreement, each a Party (the “Disclosing Party”) may disclose to be acquiring and making use of certain confidential information and trade secrets of the other Party (the “Receiving Party”) certain which may include management reports, financial statements, internal memoranda, reports, patient records and patient lists, confidential technology and other materials, records and/or proprietary information of the Disclosing Party a proprietary nature that are otherwise not public information (“Confidential Information”). The Receiving All tangible Confidential Information materials exchanged pursuant to this Agreement (including all copies thereof), including but not limited to all documents and any other tangible thing on or in which information is recorded, shall be deemed to be “on loan” while they are in the hands of any person other than the Party agrees who first furnished the material. In order to further protect the Confidential Information, subject to Section 9.3 below, no Party shall, after the date hereof, use the Confidential Information of any other Party except in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except connection with the Disclosing Party’s prior written consentperformance of the services pursuant to this Agreement, or divulge the Receiving Party shall not (a) disclose or use any Confidential Information for to any purpose outside Person, unless the scope other Parties consent in writing or such use or divulgence or disclosure is required by law. The Parties acknowledge and agree that, as a state agency subject to the PIA, UT is required to retain one copy of Confidential Information materials received by UT under this Agreement (“Retention Obligation”). Subject to Section 9.3 below and the Laws of the State, all originals of such Confidential Information shall be returned, upon request, at any time to the Party who furnished them and, subject to UT’s Retention Obligation, all copies thereof shall be destroyed at that time. At the conclusion of this Agreement; or (b) disclose or make the , all original tangible Confidential Information available materials exchanged pursuant to any party, except on a “need to know” basis this Agreement shall be returned to the Receiving PartyParty who furnished them and, subject to UT’s employeesRetention Obligation, contractorsall copies thereof shall be destroyed. Without limiting other possible remedies for the breach of this covenant, subject to the above provisions of this Section 9.2 and in Section 9.3 below, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission Laws of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential InformationState, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach injunctive or threat thereof, the Disclosing Party other equitable relief shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from enforce this covenant, such relief to be without the Disclosing Partynecessity of posting a bond, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession cash or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingotherwise.

Confidential Information. During the course term of this AgreementAgreement and at all times thereafter, each Party party and its officers, directors, employees, parents, subsidiaries, affiliates, Dealers and representatives, (collectively, “Representatives”), shall keep confidential and not make use of any proprietary business, financial, technical, economic, sales, and/or other types of proprietary business information, transactions and data (including all trade secrets), in whatever form, whether oral, written, or electronic (collectively the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party Each party agrees to protect the hold such Confidential Information in confidence and (i) to take all reasonable precautions to protect such Confidential Information, (ii) not to divulge any such Confidential Information or any other information derived therefrom to any third person, except such party’s Representatives who have a valid business purpose to have access to the same manner other party’s Confidential Information, except that it protects the confidentiality Corcentric shall not disclose any information relating to DTNA’s pricing policies or prices of its own confidential and/or proprietary information products and services to any employee of like kindCorcentric’s parent company, but in no event using less than a reasonable standard AmeriQuest Transportation Services, Inc., and (iii) not to make any use whatsoever at any time of caresuch Confidential Information except as may be necessary or appropriate to fulfill such party’s obligations under this Agreement. Except with the Disclosing Party’s prior written consent, the Receiving Party This restriction shall not apply to any Confidential Information that (a) disclose or use any Confidential Information for any purpose outside becomes known generally to the scope public through no fault of this Agreementthe disclosing party; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law law, legal process, or regulation any order or mandate of a court or other governmental authority to disclose be disclosed; or otherwise report Confidential Information(c) reasonably is believed by the disclosing party, it based upon the advice of legal counsel, to be required to be disclosed in defense of a lawsuit or other legal or administrative action; provided, that in the case of clauses (b) or (c), the disclosing party shall provide prompt such notice as is set forth in Section 5.2 of this Agreement. Any employee given access to any such required disclosure (Confidential Information shall be notified of the existence of the obligation to the extent legally permitted) protect same contained in this Confidential Agreement, and each party shall use reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes efforts to contest the disclosureensure compliance with this provision. Due Each party acknowledges and agrees that due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s any breach of its the obligations under this Sectionhereunder, and any such breach may result allow one party or a third party to compete unfairly resulting in irreparable harm to the Disclosing Partyother party. Therefore, upon Notwithstanding any such breach or threat thereofof the provisions of this agreement, the Disclosing Party damaged party shall be entitled to seek injunctive and other appropriate equitable relief in addition to whatever remedies it might have at law and to be indemnified from any loss or harm, including, without limitation, lost profits and attorney’s fees, in connection with any breach or enforcement of the disclosing party’s obligations under this paragraph for the unauthorized use or release of any such Confidential Information. A breach of this Section shall constitute a material breach of this Agreement. The parties shall each return all confidential documents (without retaining any copies, extracts or other remedies available to itreproduction in whole or in part) upon the termination of this Agreement. Upon written request from The obligations of the Disclosing Party, the Receiving Party parties under this Article shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession survive completion or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingtermination of this Agreement.

Confidential Information. During the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use Guarantor and Owner agree to hold in confidence for a period commencing with the date hereof and ending five years from the date of Project Completion any Confidential Information for any purpose outside information supplied to it hereunder by the scope of this Agreement; or (b) disclose or make the Confidential Information available other. Guarantor and Owner hereby further agree to any party, except on a “need require third parties to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing enter into appropriate non-disclosure and agreements relative to such confidential information as may be communicated to them by Guarantor or Owner; provide, however, that in the event Guarantor or Owner disclose any confidential information to a third party pursuant to such non-use disclosure agreement, Guarantor or Owner, as the case may be, shall remain liable hereunder for any further disclosure by such third party which is in breach of such non-disclosure agreement or would be in breach of this Section 18 if such further disclosure were made by Guarantor or Owner, as applicable. The provisions substantially similar to those set forth herein. Confidential Information of this Section 18(a) shall not include apply to information within any information that one of the following categories: (i) is information which was in the public domain prior to receipt thereof from the other party or which subsequently becomes generally known to the public, other than as a result of an act or omission part of the Receiving Partypublic domain by publication or otherwise, except by the receiving party's wrongful act; (ii) information which the receiving party can show was rightfully known to the Receiving Party in its possession prior to its disclosure by receipt thereof from the Disclosing Partyother party; (iii) was lawfully information received by a party from a third party without breach of any a confidentiality obligation owed with respect thereto known to Owner; (iv) information which the Disclosing Partyreceiving party developed independently; or (ivv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party information which a party is required by applicable law or regulation to disclose or otherwise report Confidential Informationdisclose; provide, it shall however, that prior to making any such disclosure under clause (v) of this Section 18(a), such disclosing party shall: (1) provide prompt the other party with timely advance written notice of the confidential information requested by such required disclosure government authority and such disclosing party's intent to so disclose; (2) minimize the amount of confidential information to be provided consistent with the interests of the non-disclosing party and the requirements of the government authority involved; and (3) at the request and expense of the non-disclosing party make every reasonable effort (which shall include participation by the non-disclosing party in discussions with the government authority involved) to secure confidential treatment and minimization of the confidential information to be provided. Neither Guarantor nor Owner shall publish the terms and conditions of this Guaranty, unless the other party provides its express prior written consent thereto; provided, however, that Owner shall be permitted to disclose, subject to the provisions of this Section 18(a), such terms and provisions to the Financing Parties or any applicable rating agency and otherwise to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes required to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law obtain financing for the Receiving Party’s breach Facility. Notwithstanding any other provision of its obligations under this SectionSection 18(a), and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party Owner shall be entitled permitted to seek injunctive summarize the material terms and other appropriate equitable relief conditions of this Guaranty for purposes of including such summary in addition to any other remedies available to it. Upon written request from offering document associated with the Disclosing Party, issuance of debt by owner for the Receiving Party shall return to purpose of obtaining financing for the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingFacility.

Confidential Information. During From time to time during the course of this AgreementTerm, each either Party (the “Disclosing Party”) may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (collectively, “Confidential Information”). The Receiving Party agrees to protect the Confidential Information in does not include information that, at the same manner that it protects the confidentiality time of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not disclosure is: (a) disclose or use any Confidential Information for any purpose outside in the scope public domain; (b) known to the receiving Party at the time of this Agreementdisclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (bd) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving receiving Party. The receiving Party without use shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or reliance on Confidential Informationother governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. If On the Receiving expiration or termination of the Agreement, the receiving Party is required by applicable law shall promptly return to the disclosing Party all copies, whether in written, electronic, or regulation to disclose other form or otherwise report media, of the disclosing Party’s Confidential Information, it shall provide prompt notice of or destroy all such required disclosure (copies and certify in writing to the extent legally permitted) disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and reasonable assistance, at will expire five years from the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due date first disclosed to the unique nature of the Confidential Informationreceiving Party; provided, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Sectionhowever, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition with respect to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the Receiving Party’s possession termination or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingexpiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

Confidential Information. During the course of this AgreementAll technology, each Party know-how, business information, quarterly reports or any other confidential information disclosed by one party (the “Disclosing Party”) may disclose to the other Party party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party hereunder (“Confidential Information”). The ) shall be used solely and exclusively by Receiving Party agrees to protect in a manner consistent with the Confidential Information rights granted hereunder and the purposes of this Agreement as stated in the same manner that it protects preamble and recitals hereto; maintained in confidence by the confidentiality Receiving Party; and shall not be disclosed to any non- party or used for any purpose except to exercise its rights and perform its obligations under this Agreement without the prior written consent of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, except to the extent that the Receiving Party shall not can demonstrate by competent written evidence that such information: (a) disclose or use any Confidential Information for any purpose outside is known by the scope Receiving Party without obligations of this Agreement; or (b) disclose or make confidentiality at the Confidential Information available to any partytime of its receipt and, except on not through a “need to know” basis to prior disclosure by the Disclosing Party, as documented by the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that business records; (ib) is or becomes generally known to in the public, public domain other than as a result of an act or omission any breach of this Agreement by the Receiving Party; (iic) was rightfully known is subsequently disclosed to the Receiving Party prior to its disclosure on a non- confidential basis by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partywho may lawfully do so; or (ivd) was is independently discovered or developed by the Receiving Party without the use of or reliance on Confidential Information. If the Receiving Party is required Information provided by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for as documented by the Receiving Party’s breach business records. Within 30 days after any expiration or termination of its obligations under this SectionAgreement, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return destroy (and certify to the Disclosing Party such destruction) or return all Confidential Information provided by the Disclosing Party except as otherwise set forth in this Agreement. One copy of the Confidential Information may be retained in the Receiving Party’s possession files solely for archival purposes as a means of determining any continuing or control, and all copies thereof, or, at surviving obligations under this Agreement. The confidentiality obligations under this Agreement shall survive this Agreement for a period of five (5) years. The Receiving Party may disclose Confidential Information belonging to the Disclosing Party’s option, certify its permanent, secure destruction other Party to AbbVie to the extent such is reasonably necessary in writingconnection with the performance of the this Agreement.

Confidential Information. Confidential Information" is defined as information that is proprietary or confidential to a Party. Such information includes, but is not limited to, a Party’s state and federal tax information, personnel social security numbers, company financial data, intellectual property, and other non-public information owned, generated, or stored by a Party. Any non-public information of any form obtained by any Party or its employees while performing this Agreement, including the results of any services provided by Palo Alto Networks, shall be deemed Confidential Information. Confidential Information shall not include information that is (a) part of or becomes part of the public domain (other than by disclosure by the receiving Party in violation of this Agreement); (b) previously known to the receiving Party without an obligation of confidentiality; (c) independently developed by the receiving Party outside this Agreement; or (d) rightfully obtained by the receiving Party from third parties without an obligation of confidentiality. Confidential Information also does not include, to the extent You or Counsel are not identified in the information, (i) Threat Actor Data, and (ii) data derived from the Services and used in an aggregated manner (“Aggregated Data”). The parties agree that Palo Alto Networks may use Threat Actor Data and Aggregated Data for Palo Alto Networks’ legitimate business purposes, including operating, providing, maintaining, developing, and improving security technologies and applicable services. During the course term of this Agreement, each Party (the “Disclosing Party”) , its employees, consultants, or agents, may disclose be exposed to the other Party (the “Receiving another Party”) certain confidential and/or proprietary information of the Disclosing Party (“’s Confidential Information”). The Receiving Each Party agrees to protect hold the Confidential Information of the disclosing Party in confidence and not to disclose such information to any third parties or to use the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose purposes outside the scope of this Agreement; . At the end of this Agreement, or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure earlier if requested by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing disclosing Party, the Receiving receiving Party shall promptly return to the Disclosing Party all Confidential Information in as instructed by the Receiving Party’s possession or control, and all copies thereof, disclosing party or, at the Disclosing Party’s option, certify its permanentshall destroy all such Confidential Information as the disclosing Party may designate, secure destruction unless such copies are retained by such Party to comply with their respective internal compliance policies only, or in writingaccordance with applicable law or regulation in which case such Party shall hold any such Confidential Information in accordance with the terms of this Agreement for as long as it maintains the Confidential Information.

Confidential Information. During Confidential Information shall mean any confidential and/or proprietary information provided by Georgia Power or Generator ("Disclosing Party") to the course other party ("Receiving Party") and which is clearly marked or otherwise designated as "CONFIDENTIAL." For purposes of this Agreement, all design, operating specifications and metering data provided by Generator shall be deemed confidential regardless of whether it is clearly marked or otherwise designated as such. Except as otherwise provided herein, each Party (the “Disclosing Party”) may shall hold in confidence and shall not disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, person (except on a “need to know” basis to the Receiving Party’s employees, contractorsofficers, representatives and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar agree to those set forth hereinbe bound by this Section 17 or FERC's Standards of Conduct). Confidential Information shall not include any information that the Receiving Party can demonstrate: (ia) is or becomes generally known available to the public, public other than as a result of an act or omission of a disclosure by the Receiving Party; (iib) was rightfully known to in the lawful possession of the Receiving Party prior to its disclosure by on a non-confidential basis before receiving it from the Disclosing Party; (iiic) was lawfully received from supplied to the Receiving Party without restriction by a third party without breach party, who, to the knowledge of any the Receiving Party, was under no obligation owed to the Disclosing PartyParty to keep such information confidential; or (ivd) was independently developed by the Receiving Party without use reference to Confidential Information of the Disclosing Party; or reliance on (e) was disclosed with the prior written approval of the Disclosing Party. Georgia Power, or its agent acting as Transmission Provider under the Tariff, may release or disclose certain Confidential InformationInformation of the Disclosing Party to other Transmission Providers, SERC, or NERC if necessary or appropriate in connection with its role as Transmission Provider. If a court, government agency or entity with the Receiving Party is required right, power, and authority to do so, requests or requires either Party, by applicable law subpoena, oral deposition, interrogatories, requests for production of documents, administrative order, or regulation otherwise, to disclose or otherwise report Confidential Information, it that Party shall provide the other Party with prompt notice of such required disclosure (to request(s) or requirement(s) so that the extent legally permitted) and reasonable assistanceother Party may seek an appropriate protective order or waive compliance with the terms of this Agreement. In the absence of a protective order or waiver the Party shall disclose such Confidential Information which, at in the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature opinion of the Confidential Informationits counsel, the Parties agree Party is legally compelled to disclose. Each Party will use reasonable efforts to obtain reliable assurance that there can confidential treatment will be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and accorded any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingso furnished.

Confidential Information. During the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consentas expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's non- disclosure obligation shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available apply to any party, except on a “need to know” basis to information which the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (iiiii) was is rightfully known to obtained by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party; ). Each party will only disclose Confidential Information to its employees, agents, representatives and authorized contractors (collectively "Representatives") having a need to know for the purposes of this Agreement. Each party will notify and inform such Representatives of each party's limitations, duties, and obligations regarding use, access to, and nondisclosure of Confidential Information and will obtain or (iv) was independently developed have obtained its Representatives' agreements to comply with such limitations, duties, and obligations with regard to such Confidential Information no less restrictive than those contained herein. Each party is liable for all acts and omissions of the Representatives related to the other party's Confidential Information. Each party agrees to give notice to the other party immediately after learning of or having reason to suspect a breach of any of the proprietary restrictions set forth in this Section. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any whatever other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, it might have at the Disclosing Party’s option, certify its permanent, secure destruction in writinglaw.

Confidential Information. During Each party acknowledges that, in the course of the performance of this Agreement, each Party (it may have access to customer information and communications, including proprietary information claimed to be unique, secret, or confidential, and which constitutes the “Disclosing Party”) may disclose to exclusive property and trade secrets of the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party party (“Confidential Information”). The Receiving Party Except as provided in ND(J)L’s Acceptable Use Policy (AUP), each party agrees to protect maintain the confidentiality of the Confidential Information and to use the Confidential Information only to the extent necessary for legitimate business uses in connection with this Agreement. Upon request of either party or on termination or expiration of this Agreement, each party shall return the same manner that it protects Confidential Information of the confidentiality other party then in its possession. Nothing in this Agreement shall prohibit or limit either party’s use of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not which (a) disclose is now, or use hereafter becomes, publicly known or available through lawful means; (b) is rightfully in receiving party’s possession, as evidenced by receiving party’s records; (c) is disclosed to the receiving party without confidential or proprietary restriction by a third party who rightfully possesses and rightfully discloses the information; (d) is independently developed by the receiving party without any Confidential Information for any purpose outside the scope breach of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (ie) is or becomes generally known the subject of a written permission to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure disclose provided by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partydisclosing party; or (ivf ) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to be disclosed. Customer further agrees and acknowledges that ND(J)L may disclose or otherwise report Confidential InformationCustomer account information in accordance with ND(J)L’s Acceptable Use Policy (AUP), it shall provide prompt notice located at http:// xxx.xxxxxxxxxx.xx.xx/xxxxx, as amended from time to time by ND(J)L effective upon posting of such required disclosure (to the extent legally permitted) and reasonable assistance, revised policy at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingURL.

Confidential Information. During Recipient agrees that all information disclosed by the course of this Agreement, each Party (the “Disclosing Party”, or obtained by Recipient in connection with the Purpose, whether oral, visual or in writing, including but not limited to, all pricing, specifications, formulas, prototypes, computer programs (source and/or object code) may disclose and any and all records, data, ideas, methods, techniques, processes and projections, plans, marketing information, materials, financial statements, memoranda, analyses, notes, legal documents and other data and information (in whatever form), as well as improvements, patents (whether pending or duly registered) and any know-how related thereto, relating to the other Disclosing Party, its agents and/or contractors and information learned by the Recipient from the Disclosing Party (through the “Receiving Party”) certain confidential and/or proprietary information inspection of the Disclosing Party (Party's property, that relates to Disclosing Party's products, designs, business plans, business opportunities, finances, research, development, know-how, personnel, or third-party confidential information, the terms and conditions of this NDA will be considered and referred to collectively in this NDA as “Confidential Information”). The Receiving Party agrees to protect the Notwithstanding, Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kindInformation, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that that: (i) is now or subsequently becomes generally known to available in the public, other than as a result public domain through no fault or breach on the part of an act or omission of the Receiving PartyRecipient; (ii) was Recipient can demonstrate in its records to have had rightfully known to the Receiving Party in its possession prior to its disclosure of the Confidential Information by the Disclosing Partydisclosing party; (iii) was lawfully received Recipient rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of any obligation owed to the Disclosing Partyconfidentiality or this undertaking; or (iv) was independently developed by is disclosed pursuant to the Receiving Party without use order or requirement of a court, administrative agency, or reliance on Confidential Information. If other governmental body; provided, however, that Recipient shall make the Receiving Party is required by applicable law or regulation best effort to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach court order or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. Disclosing Party retains all right, title and interest in and to the Confidential Information in the Receiving Party’s possession or control, and all copies thereofimprovements, orenhancements and derivatives thereof and all Intellectual Property Rights thereto, at the all of which is and shall continue to be exclusively owned by Disclosing Party’s option, certify its permanent, secure destruction in writingParty and no right or license therein are granted to recipient hereunder.

Confidential Information. During (a) Both Parties acknowledge that either party may receive (the course of this Agreement, each “Receiving Party”) Confidential Information (as defined hereinafter) from the other Party (the “Disclosing Party”) may disclose during the Term of this Agreement and such Confidential Information will be deemed to have been received in confidence and will be used only for the other Party (the “Receiving Party”) certain confidential and/or proprietary information purposes of the Disclosing Party (“Confidential Information”)this Agreement. The Receiving Party agrees shall use the Disclosing Party’s Confidential Information only to protect perform its obligations under this Agreement and disclose the Disclosing Party’s Confidential Information only to the Receiving Party’s personnel having a need to know the information for the purpose of this Agreement; provided that Customer acknowledges that certain Confidential Information is disclosed to users of the Services as necessary to provide the Services. The Receiving Party shall treat the Confidential Information in the same manner that as it protects the confidentiality of does its own confidential and/or proprietary valuable and sensitive information of like kinda similar nature and, but in no event using any event, with not less than a reasonable standard degree of care. Except with Upon the Disclosing Party’s prior written consentrequest, the Receiving Party shall not return or certify the destruction of all Confidential Information, and the obligation of confidentiality shall continue for three (a3) disclose years from the expiration or use any Confidential Information for any purpose outside the scope termination of this AgreementAgreement except as noted below in Section 6(a)(i) and 6(a)(ii); provided however, the parties agree and acknowledge that it will be infeasible for Castlight to return or destroy PII (as defined below) related to a User that has requested Customer retain information related to such User; and PII stored on encrypted back-up tapes that are stored in a secure location; provided further, however, the Receiving Party shall keep (i) any personally identifiable information and personal health information as defined in 45 CFR section 160.l03 (collectively, “PII”) confidential in perpetuity; and (ii) any trade secrets of the Disclosing Party confidential as long as such information is deemed a trade secret. (b) disclose or make the The term “Confidential Information available to any partyInformation” includes, except on a “need to know” basis to the Receiving Party’s employeeswithout limitation, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) PII; (ii) all information communicated by the Disclosing Party that should reasonably be considered confidential under the circumstances, notwithstanding whether it was identified as such at the time of disclosure; (iii) all information identified as confidential to which Receiving Party has access in connection with the subject matter hereof, whether before or after the Effective Date; and (iv) this Agreement and shall include without limitation, (A) all trade secrets, (B) existing or contemplated products, services, designs, technology, processes, technical data, engineering techniques, methodologies and concepts and any information related thereto, and (C) information relating to business plans, sales or marketing methods and customer lists or requirements. (c) The obligations of either Party under this Article 6 will not apply to information that the Receiving Party can demonstrate (i) was in the possession at the time of disclosure and without restriction as to confidentiality; (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally known available to the public, public through no breach of agreement or other than as a result of an wrongful act or omission of by the Receiving Party; (ii) was rightfully known to provided, however, the Receiving Party prior remains subject to confidentiality obligations regardless of its disclosure by availability to the Disclosing Partypublic or availability through unauthorized disclosure; (iii) was lawfully has been received from a third party without restriction on disclosure and without breach of any obligation owed to agreement or other wrongful act by the Disclosing Receiving Party; or (iv) was is independently developed by the Receiving Party without use regard to the Confidential Information of or reliance on Confidential Informationthe other party. If (d) In the event the Receiving Party is required by applicable law law, regulation, stock exchange requirement or regulation legal process to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature any of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party agrees to (i) give Disclosing Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Thereforeextent possible, upon any such breach or threat thereof, advance notice prior to disclosure so the Disclosing Party shall be entitled to may contest the disclosure or seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or controla protective order, and all copies thereof, or, at (ii) limit the Disclosing Party’s option, certify its permanent, secure destruction in writingdisclosure to minimum amount that is legally required to be disclosed.

Confidential Information. During Information that is transmitted by one party to ------------------------ the course other hereunder and, if in written form, is marked "confidential" or with a similar legend by the disclosing party before being furnished to the other, or if disclosed orally or visually is identified as such prior to disclosure and summarized, in writing, by the disclosing party to the receiving party within thirty (30) days shall be deemed to be Confidential Information of the disclosing party for purposes of this Agreement. Except as expressly permitted pursuant to this Agreement, each Party (of the “Disclosing Party”) parties expressly undertakes to retain in confidence and not to disclose to any third party any such Confidential Information received from the other party hereunder;, provided however that Reseller may disclose Licensor Confidential Information to 3Com Corporation, wholly-owned subsidiaries of 3Com Corporation and the employees and contractors of Reseller, 3Com Corporation and such subsidiaries on a need-to-know basis provided such recipients have entered into agreements sufficient to enable Reseller to comply with this Section 2.4. Each of the parties further agrees to make no use of such Confidential Information except as contemplated by this Agreement. The obligations of confidentiality and restricted use set forth in this Section 2.4 shall survive the expiration or any earlier termination of this Agreement for a period of five (5) years. The Confidential Information of a party shall not include and the foregoing obligation shall not apply to data or information which is: (a) now or hereafter, through no unauthorized act or failure to act on the receiving party's part, in the public domain; (b) known to the other Party receiving party without an obligation of confidentiality at the time the receiving party receives the same from the disclosing party, as evidenced by written records; (c) hereafter furnished to the “Receiving Party”receiving party by a third party lawfully and without restriction on disclosure; (d) certain confidential and/or proprietary information furnished to others by the disclosing party without restriction on disclosure; or (e) independently developed by the receiving party without use of the Disclosing Party (“disclosing party's Confidential Information”). The Receiving Party agrees Nothing in this Agreement shall prevent the receiving party from disclosing Confidential Information to protect the extent the receiving party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the receiving party shall (i) assert the confidential nature of the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Partyagency; (ii) was rightfully known immediately notify the disclosing party in writing of the agency's order or request to disclose the Receiving Party prior to its disclosure by the Disclosing Partydisclosing party's Confidential Information; and (iii) was lawfully received from cooperate fully with the disclosing party in protecting against any such disclosure and/or obtaining a third party without breach of any obligation owed to protective order narrowing the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature scope of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of compelled disclosure and protecting its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingconfidentiality.

Confidential Information. During Each of Recipient (and its Affiliates) and Provider (and its Affiliates) (in such capacity, the course “Receiving Party”) shall use the same standard of this Agreement, each care to prevent the public disclosure and dissemination of the Confidential Information of the other Party (in such capacity, the “Disclosing Party”) may disclose as the Receiving Party uses to the other protect its own comparable Confidential Information. “Confidential Information” of Disclosing Party (the “Receiving Party”) certain confidential and/or proprietary means confidential, non-public marketing plans, product plans, business strategies, financial information, forecasts, Personal Information, Highly Sensitive Information, customer lists and customer data, technical documents and information of and any similar confidential, non-public materials and information, regarding the Disclosing Party (“Confidential Information”). The and its Affiliates, or their representatives or customers, disclosed by the Disclosing Party to the Receiving Party agrees under or in connection with this Agreement, whether orally, electronically, in writing, or otherwise, including copies thereof, in each case to protect the extent expressly marked in writing as “Confidential,” or, if disclosed orally, identified as confidential at the time of disclosure and set forth or summarized in a written document expressly marked as “Confidential” delivered to the Receiving Party no later than thirty (30) days after the date of the initial oral disclosure thereof, or, if not so marked or identified as “Confidential,” shall nevertheless be regarded as Confidential Information if a reasonable person under the circumstances would know that such information or materials are considered confidential information by the Disclosing Party. Notwithstanding the foregoing, (a) Confidential Information may be disclosed on an as needed basis to personnel or subcontractors (in the same manner that it protects case of Provider, solely as permitted pursuant to Section 3.3) of the confidentiality Receiving Party solely as and to the extent required for the purpose of fulfilling the Receiving Party’s obligations or exercising the Receiving Party’s rights under any Transaction Document (including, in the case Recipient and its Subsidiaries, its rights to contract with other Persons for the procurement or provisions of services for the benefit of Recipient comparable to the Services pursuant to Section 2.6), and (b) nothing in this Agreement shall be deemed to prevent Recipient or any of its own confidential and/or proprietary information Subsidiaries from engaging in the businesses of like kindRecipient and such Subsidiaries. Nonetheless, but in no event using less than a reasonable standard each Receiving Party (x) shall limit the disclosure of care. Except with the Disclosing Party’s prior written consent, Confidential Information to third Persons to what is necessary for a reasonable purpose in the conduct of the business of the Receiving Party and its Subsidiaries and (y) shall not (a) disclose or use any Confidential of the Disclosing Party’s Highly Sensitive Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any partythird Persons, except on a “need to know” basis user data to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information extent that (i) disclosure of such data is or becomes generally known required for the purpose of engaging a third Person to provide services comparable to the publicServices (provided that such third Person shall not use such data for any other purpose), other than as a result of an act or omission of the Receiving Party; (ii) disclosure of such data to such third Person in accordance with this Agreement does not violate the terms of use or terms of service under which such data was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; collected, and (iii) was lawfully received from a disclosure of such data to such third party without breach Person in accordance with this Agreement does not violate applicable Law. Each Receiving Party shall take all reasonable steps to ensure that any such Confidential Information of Disclosing Party disclosed to any obligation owed to the Disclosing Party; Personnel or (iv) was independently developed subcontractors in accordance with this Section 9.1 is treated as confidential by the Receiving Party without use of or reliance on Confidential Information. If Personnel and subcontractors to whom it is disclosed, and shall require the Receiving Party is required by applicable law or regulation foregoing to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature enter into an agreement which imposes confidentiality obligations no less protective of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations Information than those imposed under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingAgreement.

Confidential Information. During Each Party agrees that it shall not, without the course prior written consent of this Agreementthe other Party, each Party (the “Disclosing Party”i) may disclose to the any Person such other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the ’s Confidential Information in (as defined below), except to those of its and its Affiliates’ employees or representatives who need to know such information for the same manner purpose of exploiting its rights or fulfilling its obligations under this Agreement (and then only to the extent that it protects such persons are under an obligation to maintain the confidentiality of its own confidential and/or proprietary information the Confidential Information), or (ii) use any of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing such other Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of reason other than as contemplated by this Agreement; . If a Party has been advised by legal counsel that disclosure of Confidential Information of the other Party is required to be made under Applicable Law (including to the FDA or (bpursuant to the requirements of a national securities exchange or another similar regulatory body on which it’s or any of its Affiliates stock trades) or pursuant to documents subpoena, civil investigative demand, interrogatories, requests for information, or other similar process, the Party required to disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistanceprovide the other Party with prompt written notice of such request or demands or other similar process so that such other Party may seek an appropriate protective order or waive the disclosing Party’s compliance with the provisions of this Section. In the absence of a protective order or waiver or other remedy, at the Disclosing Party required to disclose the other Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature ’s Confidential Information may disclose only that portion of the Confidential Information that its legal counsel advises it is legally required to disclose, provided that it exercises its commercially reasonable efforts to preserve the confidentiality of such other Party’s Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving such other Party’s breach expense, including by cooperating with such other Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Confidential Information shall remain the sole property of its obligations under this Section, the disclosing Party and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information furnished in the Receiving Party’s possession or control, written form (and all copies thereof, or, ) shall be promptly returned to the disclosing Party or destroyed by the receiving Party at the Disclosing disclosing Party’s optionrequest; provided, certify however, that the receiving Party may retain copies of such Confidential Information as necessary for its permanentcompliance obligations under Applicable Laws and any archival purposes, secure destruction subject to the ongoing obligation to maintain the confidentiality of such information. This Section 9.1 shall survive termination or expiration of this Agreement and continue in writingeffect thereafter for a period of five (5) years.

Confidential Information. During Each Party agrees (a) to take all steps reasonably necessary to maintain the course confidentiality of the Confidential Information of the other Party, (b) not to disclose the other Party’s Confidential Information to any Third Party without the prior written consent of such other Party, and (c) to use such Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it under this Agreement; provided, however, that the foregoing obligations will not apply to Confidential Information that (i) is in possession of the receiving Party at the time of disclosure, as reasonably demonstrated by written records and without obligation of confidentiality, (ii) later becomes part of the public domain through no fault of the receiving Party, (iii) is received by the receiving Party without obligation of confidentiality from a Third Party with a right to such information, or (iv) is developed independently by the receiving Party without use of, reference to, or reliance upon the disclosing Party’s Confidential Information by individuals who did not have access to such Confidential Information. Furthermore, a Party may disclose Confidential Information of the other Party to (x) its Affiliates, and to its and their directors, employees, consultants, agents, and insurers, in each case who have a specific need to know such Confidential Information and who are bound by obligations of confidentiality and restriction on use no less stringent than those set forth herein, (y) any bona fide actual or prospective collaborators, licensees, underwriters, investors, lenders or other financing sources who are obligated to keep such information confidential, to the extent reasonably necessary to enable such actual or prospective collaborators, licensees, underwriters, investors, lenders or other financing sources to determine their interest in collaborating with, licensing from, underwriting or making an investment in, or otherwise providing financing to, the receiving Party, and (z) the extent such disclosure is required to comply with applicable law or regulation or the order of a court of competent jurisdiction, to defend or prosecute litigation or to comply with the rules of the U.S. Securities and Exchange Commission, any stock exchange or listing entity; provided, however, that the receiving Party provides prior written notice of such disclosure to the disclosing Party and takes reasonable and lawful actions to avoid or minimize the degree of such disclosure. Notwithstanding any other provision of this Agreement, each Party (the “Disclosing Party”) may disclose to and use Confidential Information of the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”)as necessary to file or prosecute patent applications, prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or to submit Regulatory Filings. The Receiving Party agrees to protect the Moreover, Licensee may disclose Confidential Information in of Licensor relating to the same manner that it protects the confidentiality research, development or commercialization of its own confidential Licensed Products to entities with whom Licensee has (or may have) a license, collaboration agreement, marketing agreement, development agreement and/or proprietary information of like kind, but in no event using less than commercialization agreement and who have a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any need to know such Confidential Information for any purpose outside the scope and who are bound by obligations of this Agreement; or (b) disclose or make the Confidential Information available to any party, except confidentiality and restrictions on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to no less stringent than those set forth herein. Confidential Information The obligations of this Section 8.1 shall not include any information that (i) is or becomes generally known to survive for [***] after the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingTerm.

Confidential Information. Each Party acknowledges that Confidential Information may be disclosed to the other Party during the course of this Agreement. During the course Term and for a period of three (3) years following expiration or termination of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in shall use at least the same manner that degree of care as it protects the confidentiality employs to avoid unauthorized disclosure of its own confidential and/or proprietary information of like kindinformation, but in no event using less than a commercially reasonable standard degree of care. Except care and in the same manner and with the Disclosing same degree of care from and after the Separation as prior to the Separation, to prevent the duplication or disclosure of Confidential Information of the other Party’s prior written consent, the Receiving Party shall not other than by or to (ai) disclose or use any its employees and Permitted Agents who need to know such Confidential Information for any the purpose outside of performing the scope of receiving Party’s obligations or exercising its rights under this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis Agreement and then only to the Receiving Party’s employeesextent needed to do so, contractors, provided that each such employee or Permitted Agent shall agree to comply with confidentiality requirements no less restrictive than those contained in this paragraph and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to informed by the public, other than as a result of an act or omission receiving Party of the Receiving Partyconfidential nature of such Confidential Information; and (ii) was rightfully known independent third party auditors that agree in writing to comply with confidentiality requirements no less restrictive than those contained herein. If a disclosure would be deemed a breach of this Agreement if committed by the receiving Party itself, then the receiving Party shall be liable to the Receiving other Party prior for any such disclosure made by its employees or Permitted Agents to its disclosure by whom it has disclosed the Disclosing other Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on ’s Confidential Information. If the Receiving a receiving Party is required by applicable law or regulation legally compelled to disclose or otherwise report any of the disclosing Party’s Confidential Information, it shall provide prompt notice of then, prior to such required disclosure disclosure, the receiving Party will (to i) assert the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique confidential nature of the Confidential Information and (ii) cooperate fully with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, the Parties agree that there can be no adequate remedy at law for receiving Party shall disclose the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm Confidential Information only to the Disclosing Party. Therefore, upon any such breach or threat thereof, extent necessary to comply with the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingapplicable legal requirements.

Confidential Information. During the course For purposes of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”)” shall include all information furnished under this Agreement which is designated as confidential or proprietary, or which the receiving party knows or should know is being disclosed on a confidential basis, including without limitation pricing information, proposals, prints, drawings and all information in or related to the design, development, production, delivery, operation, use, application or performance of any of a party’s technology, equipment, parts, or maintenance/services. The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary does not include information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not which: (a) disclose is known or use any Confidential Information for any purpose outside independently developed by the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party receiving party prior to its disclosure by the Disclosing Partyother party, as evidenced by receiving party's records; (iiib) was lawfully becomes a part of the public domain without breach of this Agreement by the receiving party; (c) is received from a third party without breach of any obligation owed restriction and under conditions permitting its disclosure to the Disclosing Partyothers; or (ivd) was independently developed which is disclosed pursuant to judicial action or government regulations provided the receiving party notifies the disclosing party prior to such disclosure, and cooperates with the disclosing party in the event it elects to legally contest and avoid such disclosure. For a period of five (5) years from the date of receipt, Confidential Information shall be maintained in confidence by the Receiving Party receiving party, shall not be disclosed to any third party, other than Seller’s suppliers who have a reason to know, without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature prior written approval of the Confidential Informationdisclosing party, and shall be protected with the same degree of care as the receiving party normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care. Notwithstanding the foregoing, the Parties agree that there can be no adequate remedy at law Parties’ obligation to protect trade secrets is perpetual or for the Receiving Party’s breach of its obligations so long as such information remains a trade secret under this Sectionapplicable law, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingwhichever occurs first.

Confidential Information. During Each of InnoCare and XxxxXxxx, as the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to hold in confidence any Confidential Information provided by or on behalf of the other Party, and neither Party shall use, disclose, or otherwise provide access to Confidential Information of the other Party except as reasonably necessary to fulfill such Party’s obligations or exercise its rights under this Agreement. Each Party agrees to take reasonable steps to protect the other Party’s Confidential Information in from unauthorized use or disclosure. The foregoing confidentiality, non-use, and non-disclosure obligations of the same manner Parties shall not apply to that it protects the confidentiality portion of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, Confidential Information which the Receiving Party shall not can establish by competent proof was: (a) disclose or use any Confidential Information for any purpose outside known to it at the scope time of this Agreement; or disclosure hereunder, (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally publicly known to the public, other than as a result of an act or omission through any fault of the Receiving Party; , (iic) was rightfully known to in its possession at the Receiving Party prior to its time of disclosure by the Disclosing Party; hereunder, (iiid) was lawfully received by it on a non-confidential basis from a third party without breach of any obligation owed to Third Party who did not obtain such information either directly or indirectly from the Disclosing Party; , or (ive) was subsequently and independently developed by or on behalf of the Receiving Party without use of or reliance on reference to Disclosing Party’s Confidential Information. If Without limiting the foregoing, the Receiving Party may not, without the prior written permission of the Disclosing Party, disclose any Confidential Information of the Disclosing Party to any Third Party except to the extent disclosure (i) is required by applicable law or regulation Applicable Law (including as permitted by Section 11.5); (ii) is made in accordance with the terms of this Agreement to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for exercise the Receiving Party’s breach of rights or fulfill its obligations under this Section, and hereunder; or (iii) is necessary for the conduct of the Clinical Study; provided that before making any such breach may result in irreparable harm disclosure pursuant to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Partyclause (i), the Receiving Party shall return provide reasonable advance notice to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at sufficient to allow the Disclosing Party’s optionParty the opportunity to seek a protective order or other appropriate remedy and/or waive compliance, certify its permanentin whole or in part, secure destruction in writingwith the terms of this Agreement. Each Party shall have the right to disclose this Agreement to actual or potential investors, lenders, advisors, collaborators, acquirers and licensees as it reasonably necessary for due diligence purposes, provided that each such recipient is subject to obligations of confidentiality, non-use and non-disclosure at least as protective of such information as this Article 11.

Confidential Information. During From time to time during the course of this AgreementTerm, each either Party (the “Disclosing Party”) may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, that is marked, designated, or otherwise identified as "confidential" (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“collectively, "Confidential Information”"). The Receiving Party agrees to protect the Confidential Information in does not include information that, at the same manner that it protects the confidentiality time of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not disclosure is: (a) disclose or use any Confidential Information for any purpose outside in the scope public domain; (b) known to the receiving Party at the time of this Agreementdisclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (bd) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving receiving Party. The receiving Party without use shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or reliance on Confidential Informationother governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. If On the Receiving expiration or termination of the Agreement, the receiving Party is required by applicable law shall promptly return to the disclosing Party all copies, whether in written, electronic, or regulation to disclose other form or otherwise report media, of the disclosing Party's Confidential Information, it shall provide prompt notice of or destroy all such required disclosure (copies and certify in writing to the extent legally permitted) and reasonable assistance, at the Disclosing disclosing Party that such Confidential Information has been destroyed. Each Party's cost, if obligations of non-disclosure with regard to Confidential Information are effective as of the Disclosing Party wishes to contest Effective Date and will expire five years from the disclosure. Due date first disclosed to the unique nature of the Confidential Informationreceiving Party; provided, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Sectionhowever, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition with respect to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the Receiving Party’s possession termination or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingexpiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

Confidential Information. During Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the course of this Agreement, each Party disclosing party (the “Disclosing Party”) may disclose to constitute the other Party (the “Receiving Party”) certain confidential and/or proprietary information property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Receiving Party agrees to protect the Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of careExasol without any marking or further designation. Except with the Disclosing Party’s prior written consentas expressly authorized herein, the Receiving Party shall will hold in confidence and not (a) use or disclose or use any Confidential Information for any purpose outside Information. Affiliates of the scope of Receiving Party will not considered to be a third party according to this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Section. The Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information obligation shall not include any apply to information that which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (iiiii) was is rightfully known to obtained by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partyconfidentiality obligation; or (iv) was is independently developed by employees of the Receiving Party without use of or reliance on Confidential Informationwho had no access to such information. If the In addition, Receiving Party is may disclose Confidential Information if so required by applicable pursuant to a regulation, law or regulation to disclose or otherwise report Confidential Informationcourt order, it shall provide prompt notice of such required disclosure (but only to the minimum extent legally permitted) required to comply with such regulation or order and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm with advance notice to the Disclosing Party. Therefore, The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such breach or threat thereof, disclosure by the Receiving Party the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other whatever remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, it might have at the Disclosing Party’s option, certify its permanent, secure destruction in writinglaw.

Confidential Information. During the course For purposes of this Agreement, each Party (the “Disclosing Party”) may disclose Confidential Information” means and will include any information, materials or knowledge regarding Dermira and Maruho and their business, financial condition, products, development programs, licensors, suppliers, technology, clinical or other data, or research and development that is disclosed or made available to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees or to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, which the Receiving Party shall not (a) disclose has access in connection with this Agreement or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth hereinDevelopment Committee meetings. Confidential Information shall will not include any information that that: (ia) is or becomes generally known to part of the public, other than as a result of an act or omission public domain through no fault of the Receiving Party; (iib) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession at the time of disclosure, without restriction as to use or controldisclosure as demonstrated by contemporaneous written records; or (c) the Receiving Party rightfully receives from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. Dermira and Maruho agree to only use the Confidential Information of the other Party for the purposes of this Agreement and in no other manner and for no other purpose, including but not limited to the research, development or commercialization of any other product. Dermira and Maruho agree to hold all Confidential Information of the other Party in strict confidence and not to disclose it to others, except to full time employees and medical advisors of the Receiving Party and its affiliates who have a need to know and are bound by written agreements of confidentiality no less protective of the Confidential Information than the terms of this Section 5. The Receiving Party shall be liable to the other Party for any failure of such employees or medical advisors to comply with the non-use and non-disclosure obligations under this Section 5, and shall provide prompt notice to the other Party of any failure to comply of which the Receiving Party becomes aware. Dermira and Maruho further agrees to take all copies thereofactions reasonably necessary to protect the confidentiality of all Confidential Information of the other Party including, orwithout limitation, at implementing and enforcing procedures to minimize the Disclosing possibility of unauthorized use or disclosure of Confidential Information of the other Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During 12.1 Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the course of this Agreement, each Party other party (the “Disclosing Party”) may disclose to constitute the other Party (the “Receiving Party”) certain confidential and/or proprietary information property of the Disclosing Party (“Confidential Information”). The , provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party agrees to protect be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Trimble Technology, performance information relating to the Service, and the terms and conditions of this Agreement shall be deemed Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of careTrimble without any marking or further designation. Except with the Disclosing Party’s prior written consentas expressly authorized herein, the Receiving Party shall will (1) hold in confidence and not disclose any Confidential Information to third parties and (a2) disclose or not use any Confidential Information for any purpose outside other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Trimble, the scope subcontractors referenced in Section 14.8), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 12 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Section 12. The Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information nondisclosure obligation shall not include any apply to information that which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (iiiii) was is rightfully known to obtained by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Partyconfidentiality obligation; or (iv) was is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any whatever other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, it might have at the Disclosing Party’s option, certify its permanent, secure destruction in writinglaw.

Confidential Information. During the course The Parties will receive certain Confidential Information (as defined below) of this Agreementeach other, each Party (one as the “Disclosing Party”) may disclose to ” and the other Party (as the “Receiving Party”) certain confidential and/or proprietary information .” The Parties are willing to provide such Confidential Information to each other only subject to the terms set forth in this Agreement. For purposes of the Disclosing Party (this Article VII, “Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary ” shall mean information of like kindany type, in any form, which a Party or its respective officers, directors, employees, attorneys, agents, consultants, advisors, accountants, subsidiaries or affiliates may now possess or may hereafter obtain relating to the Disclosing Party, including, but in no event using less than a reasonable standard of care. Except with not limited to, information relating to the Disclosing Party’s prior written consentfinancial condition, intellectual property, patents, patent applications, inventions, trade secrets, know-how, technology, operations, business, business plans, business forecasts, marketing, product pricing, sales, assets, liabilities, future prospects, customers, suppliers, manufacturing procedures, processes, designs, equipment, personnel, research, production, formulations or products, which information would, under the Receiving circumstances, (i) appear to a reasonable person to be confidential or proprietary, or (ii) is designated by the Disclosing Party shall not (a) disclose as being confidential or use any Confidential Information for any purpose outside proprietary. Except as otherwise provided in this Article VII and as contemplated by this Agreement, during the scope term of this Agreement; or Agreement and for a period of five (b5) disclose or make the Confidential Information available to any partyyears thereafter, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. such Confidential Information shall not include be disclosed, published or made accessible in any information that form by the Receiving Party or its subsidiaries or Affiliates to any person, business, or entity at any time without the prior written consent of the other Party. The restrictions on disclosure of Confidential Information set forth above shall not apply to any Confidential Information which the Receiving Party can demonstrate (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was wholly and independently developed by the Receiving Party without the use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice Information of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, or (ii) is or has become generally known to the public without breach of this confidentiality provision by the Receiving Party, or (iii) at the time of disclosure to the Receiving Party shall return was known to the Disclosing such Receiving Party all Confidential Information free of restriction and evidenced by documentation in the such Receiving Party’s possession possession; or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing(iv) as may otherwise be required by law.

Confidential Information. During Each party has disclosed (prior to the course commencement of this Agreement, each Party (the “Disclosing Party”) and may disclose Confidential Information to the other Party (party which it intends the “other party to maintain in confidence, and each party agrees to comply with the provisions of this Section 15 with respect to all such Confidential Information. As used herein, each party which discloses such information is referred to as a "Disclosing Party" and each party which receives such information is referred to as a "Receiving Party”) certain ." "Confidential Information" means Disclosing Party's confidential and/or and proprietary inventions, products, designs and ideas, including computer software, functionality, concepts, processes, internal structure, external elements, user interfaces, technology and documentation, as well as confidential and proprietary information relating to Disclosing Party's operations, plans, opportunities, finances, research, technology, developments, know-how, personnel, and any third party confidential information disclosed to Receiving Party. Without limiting the foregoing definition, the Licensed Software, the Documentation (except Documentation reasonably expected to be provided to End Users regarding the use of the Disclosing Party (“Licensed Software) and all Packets are "Confidential Information”)" of the Licensor. The terms and conditions of this Agreement are also "Confidential Information." However, "Confidential Information" shall not include information (a) already lawfully known to Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, if the Receiving Party shall does not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or then have a duty to maintain its confidentiality, (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to developed independently by the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (ic) is or becomes generally known to the public, other than as a result of an act or omission public through no fault of the Receiving Party; (iid) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received obtained from a third party without breach not obligated to preserve its confidentiality; (e) required to be disclosed by law, regulation or order of any obligation owed a court of competent jurisdiction or other governmental authority (except that prior to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, disclosure the Receiving Party shall return to give the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, notice thereof and all copies thereof, or, at afford the Disclosing Party’s option, certify its permanent, secure destruction in writingParty the opportunity to oppose any such disclosure).

Confidential Information. During the course of As used in this Agreement, each Party (the “Disclosing Party”) may disclose Confidential Information” means any scientific, technical, trade, business or proprietary information related to the other Party subject of the Agreement, irrespective of whether in human or machine-readable form, tangible or intangible, (the “Receiving Party”a) certain confidential and/or proprietary information of which is or has been given by the Disclosing Party (“Confidential Information”). The to the Receiving Party agrees to protect or otherwise acquired or perceived by the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with Receiving Party from the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose which was developed by BVL for Customer under the terms of the Manufacturing Agreement or make is developed by BVL for Customer under the terms of this Agreement. Confidential Information available to any party, except on a “need to know” basis to does not include information that: (a) is lawfully in the possession of the Receiving Party’s employees, contractorswithout restriction as to confidentiality or use, and agents that have signed an agreement containing non-at the time of disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to by the publicDisclosing Party, other than as a result of an act or omission demonstrated by competent written records of the Receiving Party; (iib) was rightfully known is or later becomes part of the public domain through no fault of the Receiving Party (i.e., other than by breach of this Agreement by the Receiving Party); (c) is received, without restriction as to confidentiality or use, by the Receiving Party from a Third Party lawfully entitled to possession of such Confidential Information and who does not violate any contractual, legal or fiduciary obligation to the Disclosing Party by providing such Confidential Information to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (ivd) was is developed independently developed by the Receiving Party without any use of of, or access or reference to, or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Informationon, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s optionConfidential Information, certify its permanentin whole or in part. Disclosing Party is not obligated to xxxx information as “CONFIDENTIAL” for such information to be deemed Confidential Information under this Agreement. Confidential Information of BVL includes, secure destruction in writingbut is not limited to, BVL Technology, BVL Improvements, BVL pricing information and capabilities/capacities. Confidential Information of Customer includes, but is not limited to, Customer Technology, Customer Inventions and Customer Improvements. This Agreement shall not be construed as a grant of any right or license to the Receiving Party with respect to Confidential Information of the Disclosing Party or as a requirement of either Party to enter into any further arrangement with respect to Confidential Information of the Disclosing Party.

Confidential Information. During A. NYSEG and ESCO/Marketer agree not to disclose to any third party and to keep confidential, and to cause their affiliates, officers, directors, members, employees and representatives not to disclose to any third party and to keep confidential, any and all information obtained by either Party from the course of other Party relating to this AgreementAgreement (including, each but not limited to, all business-sensitive and competitive information disclosed by either Party (the “Disclosing Party”) may disclose to the other Party (Party, including all billing information, issues or data associated with any customer, as well as information generated during the “Receiving Party”) certain confidential and/or proprietary information performance of the Disclosing Party services contemplated herein) that may be obtained from any source, including, but not limited to, all network engineering hardware, software or technical information and/or all pricing, financial, customer, strategic, accounting, marketing or business data, specifications, models, reports, plans, forecasts, predictions, projections, or other business information as a result of this Agreement (collectively referred to as “Confidential Information”). The Receiving In addition, both Parties acknowledge that all information furnished and identified by the other Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own as being confidential and/or or proprietary information or trade secret is and shall remain the sole and exclusive property of like kindsuch other Party. Information and data provided to NYSEG by ESCO/Marketer under this Agreement shall be used by NYSEG for the purposes of billing, but in no event using less than a reasonable standard receiving, depositing, posting, processing and remittance of care. Except with customer payments or for determining amounts due to the Disclosing Party’s prior written consentESCO/Marketer, the Receiving Party and shall not (a) disclose or use any Confidential Information be used by NYSEG for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth hereinother purpose. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed may be disclosed by the Receiving Party without use to its employees, agents, and consultants on a need-to-know basis only, provided such persons agree in writing to be bound by the terms and conditions of or reliance on Confidential Informationthis Article 12. If The parties agree that each Party shall be responsible for any breach of the Receiving terms of this Article 12 by any of its employees, agents and consultants. The receiving Party is required by applicable law or regulation to disclose or otherwise report retain for at least six (6) years from the date received, Confidential Information, it shall provide prompt notice of and thereafter, destroy such required disclosure (to the extent legally permitted) and reasonable assistance, Confidential Information at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature request of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any disclosing Party or return such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing request of the disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During the course of this Agreement, each Party 10.1 The Parties will (the “Disclosing Party”i) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects maintain the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Partyeach other’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) and not disclose or make the Confidential Information available it to any third party, except on as authorized by the original disclosing party in writing; (ii) restrict disclosure of Confidential Information only to employees, contract employees and third party contractors CONFIDENTIAL PROPRIETARY CONFIDENTIAL TREATMENT REQUEST who have a “need to know” basis in order for the party to the Receiving Party’s employees, contractorsperform its obligations and exercise its rights under this Agreement, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar who are bound to those set forth herein. maintain the confidentiality of the Confidential Information shall not include any information that (i) is or becomes generally known to the public, other by terms of nondisclosure no less restrictive than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Partythose contained herein; (iii) was lawfully received from a third handle Confidential Information with the same degree of care the receiving party without breach of any obligation owed applies to the Disclosing Party; or its own confidential information, but in no event, less than reasonable care, and (iv) was independently developed by use Confidential Information only for the Receiving purpose of performing, and to the extent necessary to fulfill, their respective obligations under this Agreement; (v) promptly notify the other Party without upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or breaches of this Agreement. Neither Party will reverse engineer, de-compile, or disassemble any Confidential Information of the other Party. Confidential Information is and at all times will remain the property of the disclosing Party. No use of any Confidential Information is permitted except as expressly provided herein, and no grant under any proprietary rights is hereby given or reliance on Confidential Informationintended, including any license implied or otherwise. If Upon receipt of written request, the Receiving receiving Party is required by applicable law or regulation will return to disclose or otherwise report the disclosing Party all Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and along with all copies and portions thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”” means all technical and non-technical information of one party, (including patent, copyright, trade secret, and proprietary information), drawings, inventions, processes, algorithms, software programs, software source documents, and formulae related to current, future, and proposed products and services of such party, and, without limiting the foregoing, information concerning research, experimental work, development, design details and specifications, engineering, financial information, pricing, manufacturing, customer lists, business forecasts, sales and merchandising, and marketing plans and information. The Receiving Party agrees to protect Confidential Information specifically includes the Software, Materials and Source Code. Non-disclosure. Each party shall not make use of, disseminate, or in any way circulate within its own organization the Confidential Information in of the same manner that other party except to the extent allowed under this Agreement and to the extent necessary to fulfill its obligations under this Agreement. Each party shall not publish, copy, or disclose the Confidential Information of the other party to any third party, and it protects the confidentiality shall use its best efforts to prevent inadvertent disclosure of its own confidential and/or proprietary information of like kindsuch Confidential Information, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consentunless and until such time (except as set forth below), the Receiving Party shall not receiving party can document that the Confidential Information: (a) disclose was rightly in its possession from a source other than the disclosing party before receipt from such disclosing party; (b) is or use any Confidential Information for any purpose outside became available to the scope public through no fault of this Agreementthe receiving party; (c) was obtained in good faith by the receiving party from a third party, not subject to an obligation of confidentiality owed to the disclosing party; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (ivd) was independently developed by receiving party, without reference to Confidential Information received by the Receiving Party without use disclosing party under and not in breach of this Agreement. The provisions in this section shall not apply to Source Code, and Customer’s obligations with respect to the Source Code are in effect in perpetuity. Disclosure Required by Court or reliance on Confidential InformationGovernmental Body. If the Receiving Party a receiving party is required by applicable law or regulation to disclose Confidential Information pursuant to a valid order by a court or other governmental body, or otherwise report Confidential Informationby law, it such party shall provide prompt notice immediately notify the disclosing party of such required disclosure (sufficiently in advance of the disclosure to allow intervention in response to such order or requirement. If that protection against disclosure is not obtained, the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes receiving party will be entitled to contest the disclosure. Due to the unique nature of disclose the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, but only as and any such breach may result in irreparable harm to the Disclosing Partyextent necessary to legally comply with the compelled disclosure. Therefore, upon any such breach or threat thereof, the Disclosing Party Protection of Confidential Information. Each party agrees that it shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party treat all Confidential Information in of the Receiving Party’s possession other party with at least the same degree of care as it gives to the protection of its own confidential information of the same or controlsimilar nature, and all copies thereofeach such party represents that it exercises at least a high degree of care to protect its own confidential information. Each party agrees that individuals with access to the Confidential Information shall be bound to protect such information under terms at least as restrictive as those in this Agreement. Warranty THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY CUSTOMER. DATALOGICS, orAND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, at the Disclosing Party’s optionEXPRESS, certify its permanentIMPLIED OR STATUTORY, secure destruction in writingINCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT SHALL DATALOGICS OR ITS SUPPLIERS BE LIABLE FOR ANY ACTUAL, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR OTHER COMMERCIAL LOSS, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY SOFTWARE PROVIDED HEREUNDER, EVEN IF DATALOGICS HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.

Confidential Information. During The terms and conditions of this Agreement and all documents referenced herein, communications between the course of parties regarding this Agreement, each Party information provided in connection with or pursuant to this Agreement or the service to be provided hereunder, as well as any financial or business information of either party are confidential ("Confidential Information"). Such Confidential Information shall be held in confidence, and the “Disclosing Party”receiving party shall afford such Confidential Information the same care and protection as it affords generally to its own Confidential Information (which in any case shall be not less than reasonable care) may disclose to avoid disclosure to or unauthorized use by any third party. All Confidential Information shall remain the property of the disclosing party, shall be used by the receiving party only for its intended purpose, and such Confidential Information, including all copies thereof, shall be returned to the other Party (disclosing party or destroyed after the “Receiving Party”) certain confidential and/or proprietary information receiving party's need for it has expired or upon the request of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any disclosing party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include be reproduced except to the extent necessary to accomplish the purposes and intent of this Agreement, or as otherwise may be permitted in writing by the disclosing party. Notwithstanding anything contained herein to the contrary, neither party shall be required to keep confidential any information that (ia) becomes publicly available other than through the actions or omissions of the receiving party; (b) is required to be disclosed pursuant to a governmental or judicial rule, order or regulation; (c) the recipient of the Confidential Information independently develops; (d) becomes generally known available to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received receiving party without restriction from a third party without breach of any obligation owed party; (e) is required by its lender and is given to the Disclosing Partysuch lender on a confidential basis; or (ivf) was independently developed is subject to "due diligence" review by a potential acquirer of a significant equity interest in it or its ultimate or intermediate parent company (a significant equity interest shall be an interest of at least 5% of the Receiving Party without use voting equity of a party or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permittedsecurities having a market value of at least $100 million) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes is given to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingpotential acquirer on a confidential basis.

Confidential Information. During the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party Each party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use all information indicated as confidential and communicated to it by the other party, including, in the case of communications by TA Operations, by any FE Location (hereafter "Confidential Information Information"), shall be received in confidence and shall be used and copied only for any purpose outside the scope purposes of and in accordance with this Agreement; or Agreement and (b) disclose or make the no such Confidential Information available shall be disclosed to any partythird party by the recipient or its employees or representatives without the prior written consent of the party owning such Confidential Information, except on a “need to know” basis to EXCEPT as may be necessary by reason of legal, accounting or regulatory requirements beyond the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth hereinreasonable control of the recipient. Confidential Information shall not include any information that disclosed by one party to the other party hereunder or developed hereunder that: (ia) is publicly available at the time of disclosure or development, or becomes generally known to the publicpublicly available after disclosure or development, other than as a result of an act or omission through no fault of the Receiving Partyreceiving party; (iib) was developed by agents or employees of the receiving or non-owning party independently of, and without knowledge of or reliance on, the disclosed information; (c) is obtained by the receiving or non-owning party outside of the performance of work hereunder without any violation of the rights of the other party; or (d) was rightfully known in the receiving or non-owning party's possession prior to the Receiving Party prior time of disclosure, if such Confidential Information was not obtained in confidence. Each party shall take no less than such precautions as it takes with respect to its disclosure own confidential and trade secret information, whether by instruction, agreement or otherwise, to ensure the Disclosing Party; (iii) was lawfully confidentiality of Confidential Information received from the other. At a third minimum, each party without breach shall take reasonable steps to advise its affiliates, employees and representatives of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique confidential nature of the Confidential InformationInformation and ensure that they abide by the restrictions in this Section 8.12 on its use, reproduction and disclosure. The provisions of this Section 8.12 shall survive termination of this Agreement for any reason. The parties acknowledge that the Parties agree that violation of this Section 8.12 shall cause irreparable injury for which there can will be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party that each party shall be entitled to seek injunctive preliminary and other appropriate equitable injunctive relief against any such violation, which injunctive relief shall be in addition to to, and not in lieu of, any other remedies available to it. Upon written request from or rights the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information party may have at law or in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingequity.

Confidential Information. During Each Party shall use at least the course same standard of care in the protection of Confidential Information of the other Party as it uses to protect its own confidential or proprietary information; provided that such Confidential Information shall be protected in at least a reasonable manner. For purposes of this Agreement, with respect to each Party, “Confidential Information” includes all confidential or proprietary information and documentation of the other Party, including the terms of this Agreement, and all of the other Party’s software, data, financial information, all reports, exhibits and other documentation prepared by any of the other Party’s Subsidiaries or Affiliates, in each case, to the extent provided or made available under, or in furtherance of, this Agreement. Each Party (shall use the “Disclosing Party”) may disclose to Confidential Information of the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information only in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except connection with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope purposes of this Agreement; or (b) disclose or Agreement and shall make the such Confidential Information available only to any partyits employees, except on subcontractors, or agents having a “need to know” basis with respect to the Receiving Party’s such purpose. Each Party shall advise its respective employees, contractorssubcontractors, and agents of such Party’s obligations under this Agreement. The obligations in this Section 8.1 will not restrict disclosure by a Party of Confidential Information of the other Party pursuant to applicable law, or by order or request of any court or government agency; provided that have signed an agreement containing prior to such disclosure the Party making such disclosure shall (at the other Party’s sole cost and expense), if legally permitted and reasonably practicable, (a) promptly give notice to the other Party, (b) cooperate with the other Party with respect to taking steps to respond to or narrow the scope of such order or request and (c) only provide such information as is required by law, court order or a final, non-disclosure and non-use provisions substantially similar to those set forth hereinappealable ruling of a court of proper jurisdiction. Confidential Information shall of a Party will not include any information that be afforded the protection of this Article VIII if such Confidential Information was (iA) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure developed by the Disclosing Party; other Party independently as shown by its written business records regularly kept, (iiiB) was lawfully received rightfully obtained by the other Party without restriction from a third party without breach party, (C) publicly available other than through the fault or negligence of any obligation owed the other Party or (D) released by the Party that owns or has the rights to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingwithout restriction to anyone.

Confidential Information. During The Receiving Party acknowledges that in contemplation or furtherance of a business relationship, transaction and/or agreement to lease, construct, rehabilitate, finance, operate and maintain the course of this Agreement, each Party Liberty Bridge and the Independence Bridge with City (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential InformationPermitted Purpose”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose may have access to or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis disclosed to the Receiving Party’s employees, contractorseither orally or in writing, certain Confidential Information, defined below. As used in this Agreement, the term “Confidential Information” shall include trade secrets or other confidential or proprietary information if, and agents to the extent that have signed an agreement containing non-disclosure it is identified as such by the Disclosing Party by any communication to such effect made prior to or at the time any such Confidential Information is disclosed to the Receiving Party. For purposes of illustration, and non-use provisions substantially similar to those set forth herein. not limitation, Confidential Information shall not include any information that provided by the City to the Receiving Party with respect to the Toll Exemption Process, as more specifically described in the Lease. Further, for purposes of illustration, and not limitation, Confidential Information may include the business concepts; operational techniques and policies; competitive analyses; pricing and cost policies and lists; proprietary technology, equipment, and designs; marketing and advertising methods and strategies, financial information and projections; demographic and trade information; market penetration techniques; product and supplier lists; terms of supplier contracts; customer profiles or statistics; sales and business plans or strategies; personnel information; license plate numbers of City emergency response vehicles, and any other information provided to the Receiving Party under this Agreement or the Lease. Information shall not be deemed to be Confidential Information for purposes of this Agreement which the Receiving Party can establish: (i) was already in the Receiving Party’s possession at the time of its disclosure without restriction; (ii) is or hereafter becomes generally publicly known to the public, other than as a result of an through no act or omission of the Receiving Party; (iiiii) was rightfully known to is received by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received without restriction from a third party who disclosed the information without breach of violating any obligation owed to the Disclosing Partyrestriction on confidentiality or disclosure; or (iv) was is independently developed by the Receiving Party without use reference to the Confidential Information and without violation of or reliance on Confidential Informationthis Agreement. If In addition, it shall not be a violation of this Agreement for the Receiving Party is required by applicable law to divulge Confidential Information of the Disclosing Party pursuant to statute, regulation, or regulation to disclose or otherwise report Confidential Informationthe order of a court of competent jurisdiction, it shall provide prompt notice of such required disclosure (provided that the Receiving Party, to the extent legally permitted) and reasonable assistancepermissible, at the Disclosing Party's cost, if notifies the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Sectionin advance, and any such breach may result in irreparable harm reasonably cooperates with it, so as to the Disclosing Party. Therefore, upon any such breach or threat thereof, allow the Disclosing Party shall be entitled an opportunity to seek injunctive and other take appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingprotective measures.

Confidential Information. During The recipient of any Confidential Information will not disclose that Confidential Information except to its Affiliates, employees and professional advisors who need to know it and who have agreed in writing (or in the course case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use such Confidential Information only to exercise rights and fulfill obligations under this Trial Agreement, while using reasonable care to protect it. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, if permitted by law. Upon the request of the disclosing party at the termination or expiration of this AgreementTrial Agreement or at any other time, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“party receiving any Confidential Information”). The Receiving Party agrees to protect Information shall promptly return or destroy the Confidential Information in of the same manner disclosing party and cease all further use of that it protects Confidential Information. Both parties agree that information will not be considered Confidential Information to the confidentiality of its own confidential and/or proprietary information of like kindextent, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis only to the Receiving Party’s employeesextent, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that such information: (i) is or becomes generally already known to the public, other than as a result receiving party free of an act or omission of any confidentiality obligation at the Receiving Partytime it is obtained; (ii) was rightfully is or becomes publicly known to through no breach of agreement or other wrongful act of the Receiving Party prior to its disclosure by the Disclosing Partyreceiving party; (iii) was lawfully is rightfully received by the receiving party from a third party without restriction and without breach of any obligation owed to the Disclosing Partythis Trial Agreement; or (iv) was is independently developed by the Receiving Party receiving party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (reference to the extent legally permitted) and reasonable assistanceConfidential Information of the other party, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosurewhich can be demonstrated by written record. Due This Trial Agreement is personal to the unique nature parties. The parties shall not assign, sub contract or transfer this Trial Agreement without the other party’s or parties (as applicable) prior written consent and vice versa. Each of the Confidential Information, the Parties agree parties understands and agrees that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this SectionTrial Agreement is non-exclusive, and any such breach that each of the parties may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingenter into similar agreements with third parties.

Confidential Information. During The term “Confidential Information” shall include any information, whether tangible or intangible, including, but not limited to, techniques, discoveries, inventions, ideas, processes, software (in source or object code form), designs, technology, technical specifications, flow charts, procedures, formulas, concepts, any financial data, and all business and marketing plans and information, in each case which is maintained in confidence by the course of this Agreement, each Party disclosing party (the “Disclosing Party”) may disclose and disclosed to the other Party party (the “Receiving PartyRecipient”) certain confidential and/or proprietary information of hereunder. The failure by the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary designate any tangible or intangible information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. as Confidential Information shall not give Recipient the right to treat such information as free from the restrictions imposed by this Agreement if the circumstances would lead a reasonable person to believe that such information is Confidential Information. Confidential Information does not include any information that which Recipient documents (ia) is now, or becomes hereafter becomes, through no act or failure to act on the part of Recipient, generally known or available to the public, other than as a result of an act or omission of the Receiving Party; (iib) was rightfully known to the Receiving Party in Recipient’s possession prior to its disclosure by the Disclosing Party; (iiic) was lawfully received becomes rightfully known to Recipient, without restriction, from a third party source other than the Disclosing Party and without any breach of any obligation owed duty to the Disclosing Party; or (ivd) was is developed independently developed by the Receiving Party Recipient without use of or reliance on reference to any of the Confidential Information. If the Receiving Party Information and without violation of any confidentiality restriction contained herein; or (e) is required approved by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature for disclosure without restriction, in a written document executed by a duly authorized officer of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, Recipient shall hold the Confidential Information received from the Disclosing Party in strict confidence and shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to not, directly or indirectly, disclose it, except as expressly permitted herein. Upon written request from the Disclosing Party, the Receiving Party Recipient shall return to promptly notify the Disclosing Party all upon learning of any misappropriation or misuse of Confidential Information in disclosed hereunder. Notwithstanding the Receiving Party’s possession foregoing, Recipient shall be permitted to disclose Confidential Information pursuant to a judicial or controlgovernmental order, provided that Recipient provides the Disclosing Party reasonable prior notice, and all copies thereofassistance, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingto contest such order.

Confidential Information. During Each party has disclosed (prior to the commencement of this Agreement) and may disclose Confidential Information to the other party which it intends the other party to maintain in confidence, and each party agrees to comply with the provisions of this Section 9 with respect to all such Confidential Information. As used herein, each party which discloses such information is referred to as a “Disclosing Party” and each party which receives such information is referred to as a “Receiving Party.” “Confidential Information” means Disclosing Party’s confidential and proprietary inventions, products, designs and ideas, including computer software, functionality, concepts, processes, internal structure, external elements, user interfaces, technology and documentation, as well as confidential and proprietary information relating to Disclosing Party’s operations, plans, opportunities, finances, research, technology, developments, know-how, personnel, and any third party confidential information disclosed to Receiving Party. Without limiting the foregoing definition, the ITA Software and the Documentation (except Documentation reasonably expected to be provided to Online Users regarding the use of the Licensed Software) are “Confidential Information” of ITA. The terms and conditions of this Agreement are also “Confidential Information.” ITA understands and acknowledges that Kayak, in the course of this Agreementits business may (i) manage, each Party modify, maintain and update pre-existing data and information about Online Users for use with the ITA Software, and (ii) generate, manage, modify, maintain and update such additional data and information (such pre-existing data and information and such additional data and information are referred to collectively as “Kayak Data”; provided that schedule, fare and availability data used by the “Disclosing Party”) may disclose ITA Software, the Queries submitted to the other Party (ITA Software, and the “Receiving Party”) certain confidential and/or proprietary responses thereto shall not constitute Kayak Data). Kayak shall retain all right, title and interest in and to all Kayak * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Data. In no event shall ITA be permitted access to any Kayak Data containing personally identifiable information of regarding Online Users. Notwithstanding anything to the Disclosing Party (contrary herein, all such Kayak Data, including without limitation, transactional or financial information, User names and addresses, passwords, registration information, and cookie information, shall be subject to Kayak’s privacy policy as set forth on the Site, and Kayak shall not provide any such data to ITA. Notwithstanding the foregoing , “Confidential Information”). The ” shall not include information (a) already lawfully known to Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, if the Receiving Party shall does not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or then have a duty to maintain its confidentiality, (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to developed independently by the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (ic) is or becomes generally known to the public, other than as a result of an act or omission public through no fault of the Receiving Party; (iid) was rightfully lawfully obtained from a third party not known to the Receiving Party to be obligated to preserve its confidentiality; (e) required to be disclosed by law, regulation or order of a court competent jurisdiction or other governmental authority (except that prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, disclosure the Receiving Party shall return to give the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, notice thereof and all copies thereof, or, at afford the Disclosing Party’s option, certify its permanent, secure destruction in writingParty the opportunity to oppose any such disclosure).

Confidential Information. During Unless otherwise agreed to in writing by the course of this AgreementParty disclosing (or whose representatives disclosed) the same (a "DISCLOSING PARTY"), each Party (the “Disclosing a "RECEIVING PARTY") (a) will, and will cause its affiliates, directors, officers, employees, agents and controlling persons (such affiliates and other persons with respect to any Party being collectively referred to as such Party”'s "REPRESENTATIVES") may disclose to the other Party keep all Confidential Information (the “Receiving Party”as defined herein) certain confidential and/or proprietary information of the Disclosing Party (“in strict confidence and not disclose or reveal any such Confidential Information”). The Information to any person other than those Representatives of the Receiving Party agrees who participated in effecting the transactions contemplated in the Merger Agreement, (b) used, and caused its Representatives to protect use, such Confidential Information only in connection with consummating the transactions contemplated in the Merger Agreement and enforcing the Receiving Party's rights thereunder, and (c) did not and will not use, and caused or will cause its Representatives not to use, Confidential Information in the same any manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm detrimental to the Disclosing Party. ThereforeIn the event that a Receiving Party is requested pursuant to, upon or required by, applicable law or regulation or by legal process to disclose any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from Confidential Information of the Disclosing Party, the Receiving Party shall return will provide the Disclosing Party with prompt notice of such request(s) to enable the Disclosing Party to seek an appropriate protective order. A Party's obligations hereunder with respect to Confidential Information that (a) is disclosed to a third party with the Disclosing Party's written approval, (b) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, or (c) is required to be disclosed by applicable law or regulation, will, subject in the case of clauses (b) and (c) above to the Receiving Party's compliance with the preceding sentence, cease to the extent of the disclosure so consented to or required, except to the extent otherwise provided by the terms of such consent or covered by a protective order. Each Receiving Party has returned all Confidential Information to the Disclosing Party all that delivered such Confidential Information in the Receiving Party’s possession or controlhas destroyed all such Confidential Information and has destroyed summaries, and all copies thereof, or, at the Disclosing Party’s option, certify analyses or extracts prepared by it or its permanent, secure destruction in writingRepresentatives.

Confidential Information. During Each party (“Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the course of this Agreement, each Party disclosing party (the “Disclosing Party”) may disclose to constitute the other Party (the “Receiving Party”) certain confidential and/or proprietary information property of the Disclosing Party (“Confidential Information”), on condition that (i) it is identified in writing as confidential at the time of disclosure, (ii) if disclosed verbally, is identified as confidential in writing within thirty (30) days of the disclosure; or (iii) should have been reasonably known to the Receiving Party to be Confidential Information. The Receiving Party agrees terms of this Agreement, and any not previously publicly disclosed information about Company’s business, finances, information systems, software or technology provided by Company to protect the GuideSpark under this Agreement will be deemed Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of careCompany without any marking or further designation. Except with the Disclosing Party’s prior written consentas expressly authorized in this Agreement, the Receiving Party shall will hold in confidence and not (a) use or disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Information. The Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar nondisclosure obligation will not apply to those set forth herein. Confidential Information shall not include any information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or becomes generally known to the public, other than as a result of an act or omission has become public knowledge through no fault of the Receiving Party; (iiiii) was is rightfully known to obtained by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to the Disclosing Partysuch information; or (ivv) was independently developed is required to be disclosed pursuant to a regulation, law or court order (consistent with Section 11.3). The Receiving Party acknowledges that disclosure of Confidential Information may cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to may seek injunctive and other appropriate equitable relief in addition to any whatever other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, it might have at the Disclosing Party’s option, certify its permanent, secure destruction in writinglaw.

Confidential Information. During the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except In connection with the Disclosing Party’s prior written consentRSA Partner Program, both parties may have access to or be exposed to (through the Receiving Party shall not (aRSA Partner Communities or other means) disclose Information or use any Confidential Information for any purpose outside the scope of this Agreement; other materials, data or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes not generally known to the public, whether such information is in written, oral, electronic, web site-based, or other forms (collectively, "Confidential Information"). The parties will keep all Confidential Information strictly confidential for a period of three (3) years after the termination of this Agreement, using at least the same degree of care as each party uses to protect its own confidential information, but no less than as reasonable care. Notwithstanding anything to the contrary in this Agreement, each party’s confidentiality obligations with respect to Personal Information and trade secrets shall never expire. Each party may share Confidential Information with only its employees who have a result need to know and who are subject to legally binding obligations of an act confidentiality no less restrictive than those imposed by this Agreement. These confidentiality obligations do not apply to any Confidential Information that (a) receiving party can demonstrate was in possession before its receipt from the disclosing party without any obligation of confidentiality; (b) is or omission becomes publicly available through no fault of the Receiving Partyreceiving party; or (iic) was receiving party rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach a duty of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Informationconfidentiality. If the Receiving Party receiving party is required by applicable a government body or court of law or regulation to disclose or otherwise report any Confidential Information, it shall provide prompt receiving party agrees to give disclosing party reasonable advance notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to so that disclosing party may contest the disclosuredisclosure or seek a protective order. Due to The parties acknowledge that damages for improper disclosure of Confidential Information may be irreparable and that the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party disclosing party shall be entitled to seek injunctive equitable relief, including injunction and other appropriate equitable relief preliminary injunction, in addition to any all other remedies available at law or in equity. Notwithstanding any separate confidentiality agreement Partner may have with RSA, Partner agrees that information regarding its business with RSA and information Partner provides to it. Upon written request from RSA in connection with the Disclosing Party, the Receiving Party shall return RSA Partner Program may be accessed and used by RSA and RSA Affiliates and their employees and contractors for sales and marketing purpose and for any purpose related to the Disclosing Party all Confidential Information in RSA Partner Program or the Receiving Partyrelationship between you and RSA and may be disclosed to relevant RSA distributors or resellers, governing body, or your customers or end-users for the purposes of fulfilling RSA’s possession or control, obligations to you and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingyour customers.

Confidential Information. During For the course period commencing on the date this Agreement is first signed by both parties and ending seven (7) years following the expiration or earlier termination hereof, a party (the "Receiving Party") shall maintain in confidence the Confidential Information of the other party, and shall not disclose, use, or grant the use of the Confidential Information of the other party (the "Disclosing Party") except on a need-to-know basis to its (and its Affiliates') directors, officers and employees, and to its consultants and to other Third Parties, and then only to the extent that such disclosure or use is reasonably necessary in connection with such party's activities as expressly authorized by this Agreement. To the extent that disclosure to any Person is authorized by this Agreement, each Party (the “Disclosing Party”) may disclose prior to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consentdisclosure, the Receiving Party shall obtain written agreement of such Person to hold in confidence and not (a) disclose disclose, use or grant the use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, of the other party except on a “need to know” basis to as expressly permitted under this Agreement. The parties agree that the Receiving Party’s employees, contractors, and agents that have signed an agreement containing term of the non-disclosure and non-use provisions substantially similar obligations of a Third Party will end seven (7) years after the end of the contractual arrangement with such Third Party. Each Receiving Party shall notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of the Disclosing Party's Confidential Information. Upon the expiration or earlier termination of this Agreement, each party shall return to those set forth herein. the other party all tangible items regarding the Confidential Information of the other party and all copies thereof; provided, however, that each Receiving Party shall not include have the right to retain one (1) copy for its legal files for the sole purpose of determining its obligations hereunder. Notwithstanding the foregoing and Section 1.23, unless otherwise mutually agreed in writing, neither party shall have any information that (i) is or becomes generally known obligation to the public, other than as a result party pursuant to this Article 8 or pursuant to Article 9 with respect to use of an act or omission Confidential Information of the Receiving Party; (ii) was rightfully known Disclosing Party unless, prior to disclosure, such Confidential Information is specifically identified in writing to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by and the Receiving Party without use of or reliance on agrees in writing to accept such Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During The parties agree (and agree to cause their representatives and agents) not to disclose to any third party (but specifically excluding any direct affiliates of the parties) the terms and conditions of this Agreement, and not to disclose to any third party (but specifically excluding any direct affiliates of the parties) and not to use, except for the purpose of this Agreement, any technical or commercial information of a confidential or proprietary nature learned from the other party in the course of this Agreement ("Confidential Information") unless such information was already lawfully known by the receiving party at the time of receipt, was or becomes publicly known through no breach of this * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Agreement, each Party (the “Disclosing Party”) may disclose is subsequently rightfully disclosed to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure receiving party by the Disclosing Party; (iii) was lawfully received from a third party without breach any duty of any obligation owed to the Disclosing Party; or (iv) was independently confidentiality, is subsequently developed by the Receiving Party without use receiving party independently of any disclosure by the disclosing party or reliance on is approved for public release by the disclosing party. Notwithstanding the foregoing, a party may disclose any Confidential Information. If Information of the Receiving Party is other if required by applicable law or regulation judicial process; provided, the party subject to disclose such law or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to process notifies the extent legally permitted) other party and reasonable assistancereasonably cooperates, at the Disclosing Partyother party's costexpense, if the Disclosing Party wishes in efforts to contest the prevent or limit such disclosure. Due All such Confidential Information shall be returned to the unique nature disclosing party at its request upon termination of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach this Agreement. This provision shall survive any termination of its obligations under this Section, Agreement and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition continue with respect to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information except as permitted to be disclosed in accordance with the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingexceptions listed above.

Confidential Information. During From time to time during the course of this AgreementEvaluation Period, each Party (the “Disclosing Party”) either party may disclose or make available to the other Party party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media whether or not marked, designated or otherwise identified as "confidential" (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“collectively, "Confidential Information”"). The Receiving Party agrees to protect the Confidential Information in does not include information that, at the same manner that it protects the confidentiality time of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not disclosure is: (a) disclose or use any Confidential Information for any purpose outside in the scope public domain; (b) known to the receiving party at the time of this Agreementdisclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (bd) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or reliance on Confidential Informationother governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. If On the Receiving Party is required by applicable law expiration or regulation termination of the Agreement, the receiving party shall promptly return to disclose the disclosing party all copies, whether in written, electronic, or otherwise report other form or media, of the disclosing party's Confidential Information, it shall provide prompt notice of or destroy all such required disclosure (copies and certify in writing to the extent legally permitted) disclosing party that such Confidential Information has been destroyed. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and reasonable assistance, at will expire five years from the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due date first disclosed to the unique nature of the Confidential Informationreceiving party; provided, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Sectionhowever, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition with respect to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the Receiving Party’s possession termination or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingexpiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

Confidential Information. During Any Party receiving Confidential Information shall maintain the course confidential and proprietary status of such Confidential Information, keep such Confidential Information and each part thereof within its possession or under its control sufficient to prevent any activity with respect to the Confidential Information that is not specifically authorized by this Agreement, use commercially reasonable efforts to prevent the disclosure of any Confidential Information to any other Person, and use commercially reasonable efforts to ensure that such Confidential Information is used only for those purposes specifically authorized herein; provided, however, that such restriction shall not apply to any Confidential Information which is (a) independently developed by the receiving Party, (b) in the public domain at the time of its receipt or thereafter becomes part of the public domain through no fault of the receiving Party, (c) received without an obligation of confidentiality from a third party having the right to disclose such information, (d) released from the restrictions of this Section 3.5 by the express written consent of the disclosing Party, (e) disclosed to any assignee, sublicensee or subcontractor of either Licensor or Licensee hereunder (if such assignee, sublicense or subcontractor is subject to the provisions of this Section 3.5 or comparable provisions of such other documents), or (f) required by law, statute, rule or court order to be disclosed (the disclosing party shall, however, use commercially reasonable efforts to obtain confidential treatment of any such disclosure). The obligations set forth in this Section 3.5 shall survive for a period of five (5) years from the termination or expiration of this Agreement, each Party (. Without limiting the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information generality of the Disclosing Party (“Confidential Information”). The Receiving Party agrees foregoing, Licensor and Licensee each shall use commercially reasonable efforts to obtain confidentiality agreements from its respective employees and agents, similar in scope to this Section 3.5, to protect the Confidential Information in Information. Licensor agrees to treat the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Licensor Technology as Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis Licensee. Notwithstanding anything to the Receiving Party’s employeescontrary herein, contractors, Licensor and agents that Licensee shall each be deemed to have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of satisfied its obligations under this Section, and any such breach may result in irreparable harm to Section 3.5 if it protects the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in of the Receiving Party’s possession or control, and all copies thereof, or, at other Party with the Disclosing Party’s option, certify same degree of care that it uses to protect its permanent, secure destruction in writingown similar Confidential Information.

Confidential Information. During (a) Too, Inc. and The Limited hereby covenant and agree to hold in trust and maintain confidential all Confidential Information relating to the other party or any of such other party's Subsidiaries. Without limiting the generality of the foregoing, Confidential Information relating to a party or any of its Subsidiaries shall be disclosed only to those associates of the other party who need to know such information in connection with their ordinary course employment activities and in no event shall any such Confidential Information be disclosed to any other Person. "CONFIDENTIAL INFORMATION" shall mean all information, materials and processes relating to a party or any Subsidiary of such party obtained by the other party or any Subsidiary of such other party at any time (whether prior to or after the date hereof and whether in connection with this Agreement or otherwise) in any format whatsoever (whether orally, visually, in writing, electronically or in any other form) and shall include, but not be limited to, economic and business information or data, business plans, computer software and information relating to associates, vendors, customers, products, fashion, design, stores, financial performance and projections, processes, strategies, systems and real estate, but shall not include (i) information which becomes generally available other than by release in violation of the provisions of this Section 6.01, (ii) information which becomes available on a non-confidential basis to a party from a source other than the other party to this Agreement, each Party provided the party in question reasonably believes that such source is not or was not bound to hold such information confidential and (iii) information acquired or developed independently by a party without violating this Section 6.01 or any other confidentiality agreement with the “Disclosing Party”) other party. Notwithstanding any provision of this Section 6.01 to the contrary, a party may disclose such portion of the Confidential Information relating to the other Party (party to the “Receiving Party”) certain confidential and/or proprietary information extent, but only to the extent, the disclosing party reasonably believes that such disclosure is required under law or the rules of a securities exchange; provided that the disclosing party first notifies the other party hereto of such requirement and allows such party a reasonable opportunity to seek a protective order or other appropriate remedy to prevent such disclosure. The parties acknowledge that money damages would not be a sufficient remedy for any breach of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope provisions of this Agreement; or (b) disclose or make Section 6.01 and that the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third breaching party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information a court of law in the Receiving Party’s possession event of, or controlto prevent, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writinga breach or threatened breach of this Section 6.01.

Confidential Information. During If any technical information which is of a confidential nature and necessary to carry out the course of this Agreement, each Party (the “Disclosing Party”) may disclose Sponsored Research is disclosed or provided in writing by either party to the other Party party, it shall be expressly indicated as confidential at the time of such disclosure or provision. If such technical information is disclosed orally, it shall be identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days from the “Receiving Party”) certain confidential and/or proprietary information date of the Disclosing Party disclosure. Neither party shall disclose, provide nor leak any technical information disclosed or provided by the other party pursuant to the Article 16.1 (“hereinafter referred to as the "Confidential Information”). The Receiving Party agrees ") to protect any third party other than its Researcher and a limited number of officers and employees who need to know the Confidential Information (hereinafter referred to as the "Person Involved") in carrying out the same manner Sponsored Research. Each party shall ensure that it protects the confidentiality of its own confidential and/or proprietary information of like kindPerson Involved shall keep the Confidential Information disclosed hereunder in confidence even after the Person Involved has terminated his/her employment under the party. Neither party shall, but in no event using less than a reasonable standard of care. Except with without the Disclosing Party’s prior written consentconsent of the other party, use the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside other than the scope of this Agreement; or (b) disclose or make the Confidential Information available Sponsored Research. The obligations under Article 16.2 and 16.3 shall not apply to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include information which falls under any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Partyfollowing: information which was already in the possession of the receiving party at the time of disclosure or provision thereof; (ii) information which was rightfully known to public knowledge at the Receiving Party prior to its time of disclosure or provision thereof; information which became public knowledge through no fault of the receiving party after the disclosure or provision thereof; information which was lawfully obtained by the Disclosing Party; (iii) was lawfully received receiving party without any obligation of confidentiality from a third party without breach of any obligation owed who was duly authorized to the Disclosing Partydisclose such information; or (iv) information which was independently developed or acquired by the Receiving Party receiving party without use depending on the Confidential Information disclosed by the other party; or information of which the disclosure or reliance on provision is approved in advance by the other party in writing. The provisions set forth in Articles 16.2 and 16.3 shall not apply to the following acts: An act of either party disclosing the Confidential Information. If the Receiving Party is required by applicable law Information in compliance with an order of a court of competent jurisdiction or regulation pursuant to disclose or otherwise report any requirement of any governmental agency; and An act of any Researcher utilizing any Confidential Information, it shall provide prompt notice of such required disclosure (to which remains in the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature memory of the Confidential InformationResearcher as knowledge or experience obtained during the performance of the Sponsored Research, for any improvement research of the Parties agree Sponsored Research or for any other research. The obligations imposed on the parties hereto under Articles 16.2 and 16.3 shall continue for two (2) years from the day following the date of completion or discontinuation of the Sponsored Research; provided, however, that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Thereforeparties may, upon any mutual consultation, extend or shorten such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writinga period.

Confidential Information. During The parties acknowledge that by reason of their relationship under this PSA, they may have access to and acquire confidential and proprietary information of the course of this Agreement, each other party (“Confidential Information”). Each party receiving Confidential Information (the “Receiving Party”) agrees to maintain all such Confidential Information received from the other Party (the “Disclosing Party”) may ), both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the other Party (the “Receiving Party”) certain confidential and/or proprietary information prior written consent of the Disclosing Party (“Confidential Information”). The Party; provided, however, that the Receiving Party agrees may disclose the terms of this PSA to protect the Confidential Information in the same manner that it protects its legal and business advisors if such third parties agree to maintain the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any such Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to under terms no less restrictive than those set forth herein. The Receiving Party further agrees to use the Confidential Information only for the purpose of performing this PSA. Notwithstanding the foregoing, the obligations set forth herein shall not include any information that apply to Confidential Information which: (i) is or becomes generally known to the public, other than as a result matter of an act public knowledge through no fault of or omission of action by the Receiving Party; (ii) was rightfully known to lawfully in the Receiving Party Party’s possession prior to its disclosure by the Disclosing Party; (iii) was lawfully received subsequent to disclosure, is rightfully obtained by the Receiving Party from a third party who is lawfully in possession of such Confidential Information without breach of any obligation owed to the Disclosing Partyrestriction; or (iv) was is independently developed by the Receiving Party without use of or reliance on resort to the Confidential Information. If ; or (v) is required by law or judicial order to be disclosed, provided that the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide give the Disclosing Party prompt written notice of such required disclosure (in order to afford the extent legally permitted) Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent the disclosure, and reasonable assistance, at shall reasonably cooperate with the Disclosing Party's cost, if the Disclosing Party wishes efforts to contest secure such a protective order or other legal remedy to prevent the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. During The Parties acknowledge and agree that in the course of this Agreementperforming Services hereunder, each either Party (the “Disclosing Party”) may disclose be exposed to the other Party (the “Receiving Party”) certain or be given confidential and/or or proprietary information of the Disclosing other Party (“Confidential Information”). The Receiving Party agrees Parties agree to protect the hold all Confidential Information in secrecy for a period of [***] from the same manner that it protects effective date of the confidentiality expiration or earlier termination of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party this Agreement and shall not (a) disclose or use any Confidential Information for any purpose outside to third parties only on a need-to-know basis. Without limiting the scope generality of this Agreement; or (b) disclose or make the foregoing, Confidential Information available to any partyshall include, except on a “need to know” basis to the Receiving Party’s employeeswithout limitation, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein[***]. Confidential Information shall not include any be deemed to be all such information that given by the disclosing party to the receiving party except for information which is (i) is publicly available or later becomes generally known to the public, other than as a result of an act or omission publicly available through no fault of the Receiving Partyreceiving party; (ii) was rightfully known to the Receiving Party prior to its disclosure obtained by the Disclosing Partyreceiving party from a third party entitled to disclose it; (iii) was lawfully received from a third already in possession of the receiving party without breach of any obligation owed to the Disclosing Partyas indicated in its written records; or (iv) was independently developed by the Receiving Party receiving party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information; or (v) required by any law, rule, regulation, order, decision, decree, or subpoena or other judicial, administrative, or legal process to be disclosed. Both Parties shall ensure that all of its officers, employees, consultants, agents, investigators or contractors who receive such Confidential Information understand and shall be bound by the confidentiality provisions of this Agreement. Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Unless otherwise agreed in writing, within thirty (30) days after the termination of the Agreement or the written request by the disclosing party, the receiving party shall return to the disclosing party all Confidential Information in documentary or permanent form including any and all copies thereof, except for one archival copy that the receiving party can keep for its records (which may be electronic). The Parties agree that there can be each party is and shall remain the exclusive owner of its own Confidential Information and all patent, copyright, trade secret and other intellectual property rights therein unless and until a further agreement is executed. The Parties acknowledge that any violation of the terms of this Section 5.0 may result in irreparable injury and damage to disclosing party that is not adequately compensable in money damages, and for which disclosing party may have no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Partylaw. Therefore, upon any such breach or threat thereofAccordingly, the Disclosing Party receiving party agrees that the disclosing party shall be entitled to seek (without waiving any additional rights or remedies, including monetary damages, otherwise available to the disclosing party at law, in equity, or by statute) preliminary and permanent injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, event of a breach or intended or threatened breach by the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingreceiving party.

Confidential Information. During the course of As used in this Agreement, each Party (the “Disclosing Party”) may disclose Confidential Information” means any scientific, technical, trade or business information related to the other Party subject of the Agreement, irrespective of whether in human or machine-readable form, tangible or intangible, which is: (the “Receiving Party”a) certain confidential and/or proprietary information of given by the Disclosing Party (“Confidential Information”). The to the Receiving Party agrees to protect or otherwise acquired or perceived by the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with Receiving Party from the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make which is developed by one Party for the other under the terms of this Agreement. For purposes of this Agreement Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth hereindeveloped by BVL for Customer under this Agreement shall be deemed Confidential Information of Customer. Confidential Information shall does not include any information that that: (ia) is in possession of the Receiving Party at the time of disclosure, as demonstrated by written records and without obligation of confidentiality; (b) is or later becomes generally known to part of the public, other than as a result of an act or omission public domain through no fault of the Receiving Party; (iic) was rightfully known to is received by the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party Third Party without breach of any an obligation owed to the Disclosing Partyof confidentiality and without restrictions on further disclosure; or (ivd) was is developed independently developed by the Receiving Party without any use of of, access to, reference to, or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s optionConfidential Information, certify its permanentin whole or in part and other than as part of services under this Agreement. Disclosing Party is not obligated to xxxx information as “CONFIDENTIAL” to be deemed Confidential Information under this Agreement. Confidential Information of BVL includes, secure destruction but is not limited to, BVL Technology, BVL Improvements or any other BVL Manufacturing processes, techniques, know-how, other than Customer Technology and Customer Improvements, and BVL pricing information. Confidential Information of Customer includes, but is not limited to, Customer Technology and Customer Improvements. Except as expressly set forth in writingArticle 11, this Agreement shall not be construed as a grant of any right or license to the Receiving Party with respect to Confidential Information of the Disclosing Party or as a requirement of either Party to enter into any further arrangement with respect to Confidential Information of the Disclosing Party.

Confidential Information. During the course A party's "Confidential Information" is defined as any confidential or proprietary information of this Agreement, each Party (the “Disclosing Party”) may disclose a party which is disclosed to the other Party (party and is treated as secret by the “Receiving Party”) certain confidential and/or proprietary disclosing party. Each party will protect the other party's Confidential Information with at least the same level of care that it uses to protect its own information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kinda similar nature, but in no event using less than a reasonable standard of care. Except with , and will not disclose the Disclosing Party’s prior written consent, Confidential Information to third parties nor use the Receiving Party shall not (a) disclose or use any other party's Confidential Information for any purpose outside the scope of other than as required to perform under this Agreement; or . Notwithstanding the foregoing, either party may disclose the other party's Confidential Information to its Affiliates and/or subcontractors who have a need to know such Confidential Information and who agree to observe and abide by the confidentiality obligations under this Agreement. Confidential Information does not include information which (a) is already known by the recipient, (b) disclose becomes, through no act or make fault of the Confidential Information available to any partyrecipient, except on a “need to know” basis to the Receiving Party’s employeespublicly known or available, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (ic) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure received by the Disclosing Party; (iii) was lawfully received recipient from a third party without breach of any obligation owed to the Disclosing Party; a restriction on disclosure or use, or (ivd) was is independently developed by recipient without reference to the Receiving Party without use of or reliance on Confidential Information. If The restrictions on the Receiving Party disclosure of the Confidential Information will not apply to Confidential Information which is required to be disclosed by a court or government agency; however, the party obligated to disclose the other party's Confidential Information in those circumstances will promptly notify the other party so that party may seek a protective order and will make a reasonable effort itself to obtain a protective order for or otherwise protect the Confidential Information. The parties' confidentiality obligations under this Section 9 will continue indefinitely for so long as the Confidential Information is a trade secret under applicable law or regulation and will continue with regard to disclose or otherwise report the Confidential Information which does not rise to the level of a trade secret for the earlier to occur of (y) the information no longer qualifies as Confidential Information, it shall provide prompt notice or (z) two (2) years following the termination of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosurethis Agreement. Due to the unique nature of the Confidential Information, the Parties agree Each party acknowledges that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in Section 9 could cause irreparable harm to the Disclosing Partyother party for which monetary damages may be difficult to ascertain or an inadequate remedy. ThereforeEach party therefore agrees that the disclosing party may, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Partyrights and remedies, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession seek injunctive relief for any threatened of actual violation or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingbreach of this Section 9.

Confidential Information. During the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”)” means either party’s business and/or technical information, pricing, discounts and any other information or data, regardless of whether in tangible or other form if marked or otherwise expressly identified in writing as confidential. The Receiving Party agrees to protect the Information communicated verbally will qualify as Confidential Information in if designated as confidential or proprietary at the same manner that it protects the confidentiality time of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth hereinsummarized in writing within 30 days after disclosure. Confidential Information shall not include any excludes information that that: (i) is or becomes generally known to the public, publicly available other than as a result of by an act or omission of the Receiving Partyreceiving party; (ii) was rightfully known to the Receiving Party prior subsequent to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party having the right to disseminate the information without restriction on its dissemination and disclosure; (iii) was known by the receiving party prior to its receipt and was not received from a third party in breach of any obligation owed to the Disclosing Partythat third party’s confidentiality obligations; or (iv) was independently developed by the Receiving Party receiving party without use of or reliance on the disclosing party’s’ Confidential Information. If the Receiving Party ; or (v) is required to be disclosed by applicable law court order or regulation other lawful government action, but only to disclose or otherwise report the extent so ordered, provided the receiving party provides prompt written notification to the disclosing party of the pending disclosure so the disclosing party may attempt to obtain a protective order. In the event of a potential disclosure in the case of subsection (v) above, the receiving party will provide reasonable assistance to the disclosing party should the disclosing party attempt to obtain a protective order. Each party will protect the secrecy of all Confidential Information received from the other party with the same degree of care as it uses to protect its own Confidential Information, it shall provide prompt notice but in no event with less than a reasonable degree of such required disclosure (to care. Neither party will use or disclose the extent legally permitted) other party’s Confidential Information except as permitted in this Section or for the purpose of performing obligations under this Agreement. The confidentiality obligations of each party will survive expiration or termination of the Agreement. Upon termination of the Agreement, each party will cease all use of the other party’s Confidential Information and reasonable assistancewill promptly return, or at the Disclosing Party's costother party’s request destroy, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the all Confidential Information, the Parties agree including copies, in tangible form in that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Partyparty’s possession or under its control, and all copies thereofincluding Confidential Information stored on any medium. Upon request, or, at the Disclosing Party’s option, a party will certify in writing its permanent, secure destruction in writingcompliance with this Section.

Confidential Information. During Each of Holder and Borrower agrees not to use any Confidential Information of the course other party disclosed to it, for its own use or use by any other person or for any purposes except to carry out, perform and enforce its obligations under agreements between Holder and Borrower, and not to disclose any such Confidential Information except to employees (or consultants subject to confidentiality provisions similar to this Section 7) who are required to have such information in order to carry out, perform or enforce such obligations. Borrower and Holder will take all reasonable measures to protect the secrecy and avoid disclosure or use of Confidential Information in order to prevent it from entering the public domain or possession of persons other than those persons authorized hereunder to have any such information, which measures shall include, without limitation, the highest degree of care that each utilizes to protect its own confidential information of a similar nature. Either party shall notify the affected party promptly in writing of any misuse or misappropriation of Confidential Information which may come to such party's attention. For purposes of this section, "Confidential Information" means (i) the terms of this Agreement, each Party the Secured Promissory Note and Security Agreement and accompanying transactions (the “Disclosing Party”provided, however, that said Agreement, Secured Promissory Note and Security Agreement may be disclosed to a party having a secured position with Borrower prior to that of Holder), as well as (ii) may disclose any proprietary information, technical data, trade secrets or know-how, including, without limitation, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulae, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business or technological information disclosed by either party to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“either directly or indirectly. "Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality " of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall disclosing party does not include any information that which: (i) is or becomes generally known to the public, other than as a result receiving party at the time of an act or omission of the Receiving Partydisclosure; (ii) was rightfully has become publicly known to through no wrongful act of the Receiving Party prior to its disclosure by the Disclosing Partyreceiving party; (iii) was lawfully has been rightfully received by the receiving party from a third party without restriction on disclosure and without breach of any obligation owed to agreement with the Disclosing Partydisclosing party; or (iv) was has been independently developed by the Receiving Party without receiving party as evidenced by appropriate documentation; (v) has been approved for release by written authorization executed by an authorized officer of the disclosing party; (vi) is required to be disclosed by the receiving party pursuant to a requirement of law; or (vii) (A) is not provided in writing or on magnetic media, or (B) if provided orally, is not confirmed in writing to be confidential within fifteen (15) days after disclosure. Should Borrower wish to disclose the specific terms of this Agreement or the other Loan Documents to a potential investor or investors, it shall first obtain written consent to such disclosure from Holder, which consent shall not be unreasonably withheld with respect to bona fide potential investors. Each party acknowledges that the other's Confidential Information is unique property of extreme value to the other party, and that unauthorized use or disclosure thereof would cause the other party irreparable harm that could not be compensated by monetary damages. Accordingly, each party agrees that the other will be entitle to injunctive and preliminary relief to remedy any actual or threatened unauthorized use or disclosure of or reliance on the other party's Confidential Information. If Nothing in this Section 7 is intended to supersede any existing agreement between the Receiving Party is required parties under which confidential technical or market information has or may be given by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (one party to the extent legally permitted) and reasonable assistanceother. As to matters not covered by such existing agreements, at this Section 7 shall control in the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due absence of any specific agreement to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writingcontrary.