Common use of Confidential Information Clause in Contracts

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBECourt’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE Court owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Court promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Court to protect such Confidential Information. Upon the JBECourt’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Court or, if so directed by the JBECourt, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Court in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Court shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During The Executive acknowledges that during his or her employment he or she will learn and have access to confidential information regarding the Term Bank and at all times thereafterthe Parent and its customers and businesses (“Confidential Information”). The Executive agrees and covenants not to disclose or use for his or her own benefit, Contractor will: or the benefit of any other person or entity, any such Confidential Information, unless or until the Bank or the Parent consents to such disclosure or use, or such information becomes common knowledge in the industry or is otherwise legally in the public domain. The Executive shall not knowingly disclose or reveal to any unauthorized person any Confidential Information relating to the Bank, the Parent, or any subsidiaries or affiliates, or to any of the businesses operated by them, and the Executive confirms that such information constitutes the exclusive property of the Bank and the Parent. The Executive shall not otherwise knowingly act or conduct himself (a) hold all Confidential Information in strict trust and confidenceto the material detriment of the Bank or the Parent, or its subsidiaries, or affiliates, or (b) refrain from using in a manner which is inimical or permitting others contrary to use the interests of the Bank or the Parent. Executive acknowledges and agrees that the existence of this Agreement and its terms and conditions constitutes Confidential Information in any manner or for any purpose not expressly permitted by this Agreementof the Bank, and (c) refrain from disclosing or permitting others the Executive agrees not to disclose any Confidential Information to any third party the Agreement or its contents without obtaining the JBE’s express prior written consent on a case-by-case basisof the Bank; provided, however, the Executive may disclose this Agreement to his personal attorney and personal tax advisor without prior consent from the Bank. Contractor will disclose Confidential Information only Notwithstanding the foregoing, the Bank reserves the right in its sole discretion to make disclosure of this Agreement as it deems necessary or appropriate in compliance with its employees or contractors who need regulatory reporting requirements. Notwithstanding anything herein to know that information in order the contrary, failure by the Executive to perform Services hereunder and who have executed a confidentiality agreement comply with Contractor at least as protective as the provisions of this sectionSection may result in the immediate termination of the Agreement within the sole discretion of the Bank, disciplinary action against the Executive taken by the Bank, including but not limited to the termination of employment of the Executive for breach of the Agreement and the provisions of this Section, and other remedies that may be available in law or in equity. The provisions of this section Section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this AgreementAgreement and any Participating Addendum. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The Each JBE owns all right, title and interest in the its Confidential Information. Contractor will notify the affected JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the a JBE’s request and upon any termination or expiration of this AgreementAgreement or a Participating Addendum, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all such JBE’s Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JBEs shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During The Executive acknowledges that during his ------------------------ or her employment he or she will learn and have access to confidential information regarding the Term Bank and at all times thereafterthe Parent and its customers and businesses ("Confidential Information"). The Executive agrees and covenants not to disclose or use for his or her own benefit, Contractor will: or the benefit of any other person or entity, any such Confidential Information, unless or until the Bank or the Parent consents to such disclosure or use, or such information becomes common knowledge in the industry or is otherwise legally in the public domain. The Executive shall not knowingly disclose or reveal to any unauthorized person any Confidential Information relating to the Bank, the Parent, or any subsidiaries or affiliates, or to any of the businesses operated by them, and the Executive confirms that such information constitutes the exclusive property of the Bank and the Parent. The Executive shall not otherwise knowingly act or conduct himself (a) hold all Confidential Information in strict trust and confidenceto the material detriment of the Bank or the Parent, or its subsidiaries, or affiliates, or (b) refrain from using in a manner which is inimical or permitting others contrary to use the interests of the Bank or the Parent. Executive acknowledges and agrees that the existence of this Agreement and its terms and conditions constitutes Confidential Information in any manner or for any purpose not expressly permitted by this Agreementof the Bank, and (c) refrain from disclosing or permitting others the Executive agrees not to disclose any Confidential Information to any third party the Agreement or its contents without obtaining the JBE’s express prior written consent on a case-by-case basisof the Bank; provided, however, the Executive may disclose this Agreement to his personal attorney and personal tax advisor without prior consent from the Bank. Contractor will disclose Confidential Information only Notwithstanding the foregoing, the Bank reserves the right in its sole discretion to make disclosure of this Agreement as it deems necessary or appropriate in compliance with its employees or contractors who need regulatory reporting requirements. Notwithstanding anything herein to know that information in order the contrary, failure by the Executive to perform Services hereunder and who have executed a confidentiality agreement comply with Contractor at least as protective as the provisions of this sectionSection may result in the immediate termination of the Agreement within the sole discretion of the Bank, disciplinary action against the Executive taken by the Bank, including but not limited to the termination of employment of the Executive for breach of the Agreement and the provisions of this Section, and other remedies that may be available in law or in equity. The provisions of this section Section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During The Contractor shall maintain the Term confidentiality of information designated as confidential by Princeton University, as well as any data and at all times thereafterinformation that the Contractor may derive from such confidential information, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor no less rigorously than it protects its own confidential or proprietary data and information of a similar nature, and shall not disclose any of such information to others, including its employees, except: (i) to the extent necessary to enable Contractor to carry out its Work or to effectuate any term or provision of the Contract, including without limitation any mediation or litigation to enforce this Contract; (ii) disclosures to Contractor’s accountants, attorneys, financial advisors; and (iii) disclosures required by law, including without limitation in response to lawful process or subpoena or other valid or enforceable order of a court of competent jurisdiction or any filings with governmental authorities, except that the Contractor shall provide notice to Princeton University sufficiently in advance (but in no event less than five (5) business days) of the greater requested disclosure in order to permit Princeton University to seek a protective order, to the fullest extent such notice is lawful. This confidentiality obligation shall apply to confidential information provided by Princeton University prior to the execution of reasonable care this Contract. Confidential information, including the copyright and industry-standard care. The JBE owns all rightother intellectual property rights of the confidential information, title provided by Princeton University is owned by Princeton University, and interest nothing in this Contract conveys any ownership rights to the Confidential InformationContractor. Contractor will notify the JBE promptly upon learning of shall similarly obligate any unauthorized disclosure or use of Confidential Information and will cooperate fully all persons and/or entities to whom such information is necessarily disclosed hereunder, including without limitation its Subcontractors, to maintain said information in strict confidence in conformance with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration terms of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligationsClause K7. Contractor acknowledges that there can agrees to be no adequate remedy at law liable for any breach of Contractor’s obligations under this sectionconfidentiality obligation by any of its Subcontractors or their respective employees or representatives. Contractor also agrees that, that any such breach will likely result in irreparable harm, and that upon the event of any breach or threatened breach of the this confidentiality obligationsobligation, the JBE Princeton University shall be entitled to appropriate equitable relief, without the requirement of posting a bondincluding injunctive relief and specific performance, in addition to all other rights and remedies otherwise available. The rights and obligations of the parties under this Clause K7 shall survive any termination of the Contract. At Princeton University’s request, Contractor and any of its other remedies at lawSubcontractors and their employees or agents shall execute Princeton University’s standard form of nondisclosure agreement. CLAUSE K8 EQUAL OPPORTUNITY EMPLOYER Princeton University is an Equal Opportunity Employer. Pursuant to Executive Orders 11246 and 11375, Section 503 of the Rehabilitation Act of 1973 and Section 402 of the Vietnam-Era Veterans Readjustment Act of 1974, Princeton University has developed Affirmative Action Plans that have been filed with and approved by the U.S. Department of Labor’s Office of Federal Contract Compliance Programs, and are available for review upon request. The Contractor (and Subcontractors, if applicable) shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a), and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. Contractor also warrants that it will comply with all applicable executive orders, and federal, state, and local laws, regulations, and rules, and Princeton University policies, as appropriate, relating to nondiscrimination, equal employment opportunity, and affirmative action.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEJudicial Council’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE Judicial Council owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Judicial Council promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Judicial Council to protect such Confidential Information. Upon the JBEJudicial Council’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Judicial Council or, if so directed by the JBEJudicial Council, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Judicial Council in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Judicial Council shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During All information conveyed by Xxxxx regarding prices, costs, discounts, inventions, planned and existing products, packaging, customers and distributors as well as information regarding Xxxxx’x business or finances, production methods, know-how and other information used by Xxxxx is proprietary and confidential and to the Term extent that the Goods include or embody any of Xxxxx’x intellectual property, including inventions, patents, trademarks, service marks, trade dress, copyrighted material or any other material, information or data which, in the form and at manner presented, are proprietary to Xxxxx, all times thereaftersuch information and intellectual property shall be deemed “Confidential Information” and, Contractor willas applicable, trade secret information, and Supplier shall have only a limited, temporary, revocable, non-exclusive license (not including any have- made license) to use the Confidential Information only for the time period and to the extent necessary to complete the Agreement. Supplier must: (ai) hold all employ safeguards at least as stringent as it employs for protection of its own confidential information but no less than a reasonable degree of care to protect such Confidential Information in strict trust and confidence, Information; (bii) refrain from using not permit the use or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose disclosure of any Confidential Information to any third party without obtaining the JBE’s express prior written consent on person other than those employees of Supplier who have a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder fulfill the P.O. and who have executed a confidentiality agreement with Contractor are bound to at least the same obligations of confidentiality as protective set forth herein; (iii) not reproduce, copy, reverse compile, reverse engineer or misuse or misappropriate any Confidential Information; and (iv) promptly report to Xxxxx in writing any disclosure or attempted use of the Confidential Information in violation of this clause. When no longer required to fulfill the P.O., Supplier will return such Confidential Information or destroy it and provide acceptable proof thereof as Xxxxx directs. Supplier acknowledges that any breach of the provisions of this section. The provisions of this section shall survive Clause 9 would cause irreparable harm and therefore Xxxxx, in addition to all other relief available pursuant to applicable Law or in equity or under the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without where permitted by Law, including injunctions and any other or additional relief, including attorneys’ fees, even if the requirement of posting Confidential Information under consideration does not constitute a bond, in addition to its other remedies at lawtrade secret.

Confidential Information. During the Term Each party receiving Confidential Information ("Recipient") shall retain in confidence and at all times thereafterrequire its employees, Contractor will: (a) hold agents, and contractors to retain in confidence all Confidential Information of the other party ("Discloser"). "Confidential Information" means (i) for Us: the terms and conditions of this Agreement, all financial terms and conditions contained in strict trust Our quotation, and confidencethe Products as well as results of any Product benchmark or similar tests (whether performed by Us, You, or any third party); and (bii) refrain from using for either party: any information, in written or permitting others other tangible form, which has been conspicuously marked by Discloser as "confidential" or "proprietary" or if not so marked, if it should reasonably be regarded as confidential due to use the nature of the information being disclosed. Recipient shall protect Discloser's Confidential Information in any the same manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Recipient protects its own Confidential Information of similar importance, but in no event with less than reasonable care. Confidential Information shall remain the sole property of the Discloser and shall not be disclosed to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only (except, solely to its employees or contractors employees, attorneys, consultants, and subsidiaries, who need to know and are bound by a written agreement with Recipient to maintain the confidentiality of such Confidential Information in a manner consistent with this Agreement) or used except as permitted under this Agreement. Confidential Information shall not include any information that: (i) is or becomes publicly known without the Recipient's breach of any obligations owed to the Discloser; (ii) is rightfully disclosed to the Recipient from a source other than the Discloser without a breach of an obligation of confidentiality; or (iii) is independently developed by the Recipient without any access to the Discloser's Confidential Information. Notwithstanding the foregoing, We may disclose that You are Our customer. In addition, either party may disclose information in order compliance with applicable law or a court order, provided the Discloser is given reasonably prompt notice thereof and the Recipient provides cooperation and assistance in any attempt to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this sectionprevent or limit such disclosure. The provisions obligations set forth herein with respect to Confidential Information shall continue in full force and effect for a period of this section shall survive three (3) years after the expiration or date of termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this AgreementAgreement and any Purchase Order. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The Each JBE owns all right, title and interest in the its Confidential Information. Contractor will notify the affected JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the a JBE’s request and upon any termination or expiration of this AgreementAgreement or a Purchase Order, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all such JBE’s Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JBEs shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so so, directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Contractor acknowledges that all information related to The Processing Service, including but not limited to fees, rates, charges, and sales data, operational Procedures, memoranda, sales kits, lists of Merchants and lists of potential Merchants have Been prepared and maintained by LP at significant cost and expense, that such information Represents a method of business operation unique to the Term business of LP being made available To Contractor pursuant to the terms of this Agreement, and that XX xxxxx such material Confidential and that LP have a proprietary interest therein. Contractor agrees it shall treat all Confidential information as strictly confidential and proprietary to LP, except to the extent that Disclosure thereof is necessary in the fulfillment of Contractor's obligations under this Agreement. All confidential information is and at all times shall be the property of LP, it being Agreed that such information is confidential and that LP has a proprietary interest therein. Contractor agrees that during the term of this Agreement and thereafter, it will not, directly or Indirectly, either individually or as an employee, contractor, partner, shareholder, consultant or In any other capacity, use or disclose, or cause to be used or disclosed, any confidential Information, regardless of whether Contractor will: (a) hold all Confidential Information may have participated in strict trust the development of any Such confidential information, except to the extent that use or disclosure thereof is necessary in Fulfilling Contractor's obligations under this Agreement. The promises made in this paragraph By Contractor shall be construed independently of any other provisions contained in this Agreement and confidenceshall be enforceable in both law and equity, (b) refrain from using including by temporary restraining Orders or permitting others preliminary or permanent injunction. This Agreement by Contractor not to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, Disclose shall continue and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or expiration, termination and/or term of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term Employment Period and at all times thereafter, Contractor will: Executive will hold in a fiduciary capacity for the benefit of the Company all trade secrets and confidential information, knowledge or data relating to the Company and its businesses and investments, which will have been obtained by Executive during Executive’s employment by the Company and which is not generally available public knowledge (a) hold all Confidential Information other than by acts by Executive in strict trust and confidence, (b) refrain from using violation of this Agreement). Except as may be required or permitting others to use Confidential Information appropriate in any manner or for any purpose not expressly permitted by connection with his carrying out his duties under this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party Executive will not, without obtaining the JBE’s express prior written consent of the Company or as may otherwise be required by law or any legal process, any statutory obligation or order of any court or statutory tribunal of competent jurisdiction, or as is necessary in connection with any adversarial proceeding against the Company (in which case Executive will use his reasonable best efforts in cooperating with the Company in obtaining a protective order against disclosure by a court of competent jurisdiction), communicate or divulge any such trade secrets, information, knowledge or data to anyone other than the Company and those designated by the Company or on a case-by-case basis. Contractor will disclose Confidential Information only to behalf of the Company in the furtherance of its employees business or contractors who need to know that information in order to perform Services hereunder duties hereunder. Notwithstanding anything to the contrary in this Agreement or otherwise, nothing shall limit Executive’s rights under applicable law to provide truthful information to the Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Safety and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized useHealth Administration, accessU.S. Securities and Exchange Commission, or disclosure other federal, state or local governmental agency or commission or comparable state or local agency (each, a “Governmental Entity”) or to file a charge with or participate in an investigation conducted by any Governmental Entity. Notwithstanding the same manner as Contractor protects its own confidential foregoing, Executive agrees to waive Executive’s right to recover monetary damages in connection with any charge, complaint or proprietary information of lawsuit filed by Executive or anyone else on Executive’s behalf (whether involving a similar natureGovernmental Entity or not); provided that Executive is not agreeing to waive, and with no less than this Agreement shall not be read as requiring Executive to waive, any right Executive may have to receive an award for information provided to any Governmental Entity. Executive is hereby notified that the greater immunity provisions in Section 1833 of reasonable care and industry-standard care. The JBE owns all right, title and interest in 18 of the Confidential Information. Contractor will notify the JBE promptly upon learning of United States Code provide that an individual cannot be held criminally or civilly liable under any unauthorized disclosure federal or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at state trade secret law for any breach disclosure of Contractor’s obligations under this sectiona trade secret that is made (1) in confidence to federal, that any such breach will likely result in irreparable harmstate or local government officials, either directly or indirectly, or to an attorney, and that upon any breach is solely for the purpose of reporting or threatened breach investigating a suspected violation of the confidentiality obligationslaw, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to Executive’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the JBE shall trade secret may be entitled used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawcourt order.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will Adopter may disclose Confidential Information only to its (i) regular employees or and individuals retained as independent contractors who need subject to know that information in order confidentiality obligations equivalent to perform Services hereunder and those applicable to regular employees of Adopter who have executed a reasonable need-to- know and are bound in writing by obligations of confidentiality sufficient to protect the Confidential Information in accordance with the terms of this Agreement, (ii) Fellow Adopters, (iii) entities subject to a non-disclosure agreement with Contractor at least as protective as DTLA or Adopter that includes provisions substantially in the form of the provisions of this section. The provisions Confidentiality Agreement that relate to Confidential Information, provided that Adopter may disclose to such parties only information that such parties are entitled to receive under their Adopter Agreement or nondisclosure agreement and, in the event that any such entity is not a Fellow Adopter, Adopter shall be liable for any failure by such entity to maintain the confidentiality of Confidential Information in accordance with the terms of this section Confidentiality Agreement; or (iv) Adopter's attorneys, auditors or other agents who owe Adopter a duty of confidentiality and are bound to maintain such information in confidence as a result of a fiduciary relationship. Adopter shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in use the same manner as Contractor protects its own confidential or proprietary information degree of a similar naturecare, and with but no less than the greater a reasonable degree of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any to avoid unauthorized disclosure or use of Confidential Information as such party employs with respect to its comparably important confidential information. Notwithstanding the foregoing, Adopter and will cooperate fully with the JBE to protect DTLA may disclose Adopter’s status (or lack of it) as a licensee of DTCP, and such disclosure shall not constitute Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During The Seller shall keep confidential and shall not divulge to any party, without the Term Purchaser’s prior written consent, the Purchase Price paid by the Purchaser for any Mortgage Loan or Mortgage Loan Package, except to the extent that it is appropriate for the Seller to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies. The Seller hereby acknowledges that the Purchaser is subject to certain privacy and at all times thereafterinformation security laws and regulations pursuant to which the Purchaser is required to obtain certain undertakings from the Seller with regard to the privacy, Contractor will: use and protection of nonpublic personal financial information of the Mortgagors and certain other parties. Therefore, notwithstanding anything to the contrary contained in this Agreement, the Seller agrees that (a) hold it shall keep all Confidential Customer Information in strict trust strictly confidential and confidence, shall not disclose or use any Customer Information except to the extent necessary to carry out its obligations under this Agreement and for no other purpose and (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose it shall not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Customer Information to any third party, including, without limitation, its third party service providers, without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will of the Purchaser and an agreement in writing from the third party to use or disclose Confidential such Customer Information only to its employees or contractors who need the extent necessary to know that information in order to perform Services hereunder carry out the Seller's obligations under this Agreement and who have executed a confidentiality agreement with Contractor for no other purposes. At any time at least as protective as the provisions request and option of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure Purchaser and in the same manner as Contractor protects its own confidential or proprietary information event of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this AgreementAgreement (or any part thereof), Contractor will promptly the Seller agrees to promptly: (ax) return to the JBE orPurchaser all Customer Information; or (y) properly destroy or permanently erase (on all forms of recordation), in a manner consistent with the Purchaser’s obligations under applicable laws and regulations, the Customer Information and, if so directed requested by the JBEPurchaser, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE acknowledge in writing that Contractor all such Customer Information has fully complied with the foregoing obligationsbeen destroyed or permanently erased. Contractor acknowledges that there can be no adequate remedy at law for any breach The obligations set forth in this Section shall survive termination of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawAgreement.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEJCC’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE JCC owns all right, title and interest in the Confidential Information. Contractor will notify the JBE JCC promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE JCC to protect such Confidential Information. Upon the JBEJCC’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE JCC or, if so directed by the JBEJCC, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE JCC in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JCC shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust may be used or disclosed by Customer only as provided herein. Customer, on behalf of itself and confidenceits employees and agents, (b) refrain from using agrees that, during the period of its business relationship with any Seller and for a period of two years thereafter Customer shall not at any time disclose to any person, or permitting others to use Confidential Information in for its own benefit or the benefit of any manner or for any purpose not expressly permitted by this Agreementthird party, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on of the Seller. Notwithstanding the foregoing, Customer may disclose Confidential Information to one or more third parties if it is required to do so pursuant to law, court order or other directive of a case-by-case basislegislative body. Contractor will Customer shall disclose such Confidential Information only to its those employees or contractors who need of Customer who: (i) have a need-to-know such Confidential Information in the performance of their duties associated with business relationship between Customer and Seller and (ii) are advised by Customer of the confidential nature of such information and are bound by Customer to know that information maintain such in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor confidence. Customer shall maintain at least the same degree of diligence in the protection of the Confidential Information as protective it uses with regard to its own proprietary information. All Confidential Information is provided “AS IS”, without warranty or guarantee of any kind as to its accuracy, completeness, operability, fitness for particular purpose, or any other warranty, express or implied. Seller shall not be liable to Customer for any damages, loss, expense, or claim of loss arising from use of or reliance on the provisions Confidential Information. For purposes of clarification, Customer shall keep confidential and not disclose, reproduce, excerpt or distribute any portion thereof of Software Materials, Developments and other proprietary information of Seller, including but not limited to all information located on Seller paper or letterhead. Each Seller shall retain ownership of all rights, including all Intellectual Property Rights, in its Confidential Information. No other right, immunity or license to the Confidential Information, express or implied, is granted by Seller to the Customer pursuant to this sectionAgreement under any patent, patent application, copyright, trademark or other Intellectual Property Right, now or hereafter owned or controlled by Seller. The provisions limitations on the use and disclosure of Confidential Information set forth in this section Agreement shall survive continue for a period of two (2) years after the expiration or termination this Agreement; provided, however, that any Confidential Information that constitutes a trade secret under applicable law shall be subject to the limitations on the use and disclosure of such information hereunder for as long as such Confidential Information constitutes a trade secret under applicable law. Upon the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, Customer shall promptly return or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (that Customer received from Seller, in every form and medium)whatever form, and (b) certify without retaining any copies or excerpts thereof. Seller reserves all Intellectual Property Rights to the JBE in writing standard assemblies. Seller agrees that Contractor has fully complied Customer may use drawings or documentation provided with the foregoing obligationsProducts for maintenance purposes, but may not use them for manufacturing purposes. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE All information submitted to Seller by Customer shall be entitled deemed to appropriate equitable relief, without the requirement of posting be submitted on a bond, non-confidential basis unless agreed otherwise in addition to its other remedies at lawwriting.

Confidential Information. During Any non-public information, drawings, diagrams or other items relating to the Term Biological Materials which are disclosed by Fred Hutch to Company and that are either identified as confidential or that, under the circumstances, should reasonably be expected to be confidential (collectively, the “Confidential Information”), will remain the property of Fred Hutch, will be retained in confidence by Company using not less than a reasonable degree of care, and will not be disclosed by Company to anyone other than Company personnel who are providing services and are bound by written confidentiality and non-use restrictions at least as strict as those set forth herein. All materials containing Confidential Information will remain the property of Fred Hutch and will, along with all times thereaftercopies summaries and other tangible manifestations thereof, Contractor willbe immediately returned (or destroyed if requested by Fred Hutch) to Fred Hutch upon its reasonable request. Company will be responsible for any breach of confidentiality hereunder by any of its Affiliates, consultants, employees, independent contractors and subcontractors. Company will advise Fred Hutch immediately in the event that it learns or has reason to believe that any person has disclosed or used or intends to disclose or use Fred Hutch’s Confidential Information and the remedial or preventative actions being taken. Company acknowledge and agree that a breach of this Article 5 may cause irreparable harm to Fred Hutch for which the award of money damages may be inadequate and that in the event of any breach of this provision, Fred Hutch will be entitled to seek injunctive relief in addition to seeking any other remedy provided in this Agreement or available at law. Notwithstanding any of the foregoing, Confidential Information does not include materials or information that Company can, prior to its proposed use or disclosure, substantiate by written documentation: (a) hold all Confidential Information in strict trust and confidence, were explicitly approved for release by Fred Hutch; (b) refrain were already known by Company prior to receiving the information or material from using Fred Hutch or permitting others were disclosed to use Confidential Information in Company by a third party having the right to disclose without any manner or for any purpose not expressly permitted by this Agreement, and obligation of confidentiality; (c) refrain from disclosing were or permitting others to disclose any Confidential Information to any third party without obtaining have become part of the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to public domain through no fault or breach of obligation by Company, its employees or contractors who need agents; or (d) are required to know be disclosed by law or court or administrative order, provided that information Company will, if reasonably possible, notify Fred Hutch of the intended disclosure in advance, reasonably cooperate with the Fred Hutch’s effort to seek a protective order contesting or limiting the disclosure and limit its disclosure to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as that which is required for the provisions of this sectionforegoing purpose. The provisions of this section shall confidentiality obligations herein will survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure Agreement and continue in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and effect with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of respect to any unauthorized disclosure or use item of Confidential Information and will cooperate fully with for so long as it falls within the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium)definition, and (b) certify to outside the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionexclusions, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawset forth herein.

Confidential Information. During Anything in this Agreement to the Term contrary notwithstanding, any and at all times thereafterknowledge, Contractor will: know-how, practices, processes or other information disclosed or submitted in writing or in other tangible form by Amarantus to MMRI pursuant to this Agreement, or which MMRI becomes aware of through any means as part of this Sponsored Research Agreement (a) hold all "Confidential Information"), shall be received and maintained by MMRI in strict confidence. MMRI shall use its best efforts to make sure that neither it nor its employees discloses Amarantus's Confidential Information, and in any event will use as much care in protecting Amarantus's Confidential Information as MMRI uses in protecting MMRI's own Confidential Information. MMRI expressly acknowledges that the Results shall be considered Amarantus's Confidential Information. MMRl shall not use the Confidential Information for any purpose other than those purposes specified in this Agreement. MMRl may disclose Confidential Information solely to employees requiring access thereto for the purposes of this Agreement, provided, however, that prior to making any such disclosures, each such employee shall be bound by contractual obligation to maintain Confidential Information in strict trust confidence and confidence, (b) refrain from using or permitting others to not use Confidential Information in any manner or such information for any purpose not expressly permitted by this Agreement, other than in accordance with the terms and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination conditions of this Agreement. Contractor will protect the The foregoing nondisclosure obligations shall not apply to Confidential Information from unauthorized use, access, or disclosure that MMRl can establish by competent written proof: (i) was in the same manner as Contractor protects its own confidential or proprietary information public domain at the time of a similar naturedisclosure; (ii) after disclosure, and with no less becomes part of the public domain other than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration by breach of this Agreement, Contractor will promptly Agreement by MMRI; or (aiii) return to was in MMRI's possession in documentary form at the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach time of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawdisclosure.

Confidential Information. During the Term Each party receiving Confidential Information (“Recipient”) shall retain in confidence and at all times thereafterrequire its employees, Contractor will: (a) hold agents, and contractors to retain in confidence all Confidential Information in strict trust of the other party (“Discloser”). “Confidential Information” means (i) the terms and confidenceconditions of this License, (bii) refrain from using all financial terms and conditions contained in any Quotation/Invoice we may have provided for You; (iii) the Software as well as results of any product benchmark or permitting others similar tests (whether performed by Us, You, or any third party); and (iv) any information, in written or other tangible form, which has been conspicuously marked by Discloser as “confidential” or “proprietary” or if not so marked, was indicated at the time of disclosure to use be confidential and is later summarised and confirmed as confidential in writing transmitted to Recipient within ten (10) days after disclosure. Recipient shall protect Discloser’s Confidential Information in any the same manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Recipient protects its own Confidential Information of similar importance, but in no event with less than reasonable care. Confidential Information shall remain the sole property of the Discloser and shall not be disclosed to any third party without obtaining the JBEDiscloser’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only (except, solely to its employees or contractors employees, agents, advisors, attorneys, consultants, and subsidiaries, who need to know and are bound by a written agreement with Recipient to maintain the confidentiality of such Confidential Information in a manner consistent with this License). Confidential Information shall not include any information that: (i) is or becomes publicly available without the Recipient’s breach of any obligations owed to the Discloser; (ii) is known to the Recipient prior to the Discloser’s disclosure of such information to the Recipient; (iii) becomes known to the Recipient from a source other than the Discloser without a breach of an obligation of confidentiality owed to the Discloser; or (iv) is independently developed by the Recipient. Notwithstanding the foregoing, We may disclose that You are Our customer. In addition, either party may disclose information in order to perform Services hereunder and who have executed compliance with applicable law or a confidentiality agreement with Contractor at least as protective as court order, provided the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawDiscloser is given reasonably prompt notice thereof.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEJUDICIAL COUNCIL OF CALIFORNIA’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE JUDICIAL COUNCIL OF CALIFORNIA owns all right, title and interest in the Confidential Information. Contractor will notify the JBE JUDICIAL COUNCIL OF CALIFORNIA promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE JUDICIAL COUNCIL OF CALIFORNIA to protect such Confidential Information. Upon the JBEJUDICIAL COUNCIL OF CALIFORNIA’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE JUDICIAL COUNCIL OF CALIFORNIA or, if so directed by the JBEJUDICIAL COUNCIL OF CALIFORNIA, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE JUDICIAL COUNCIL OF CALIFORNIA in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JUDICIAL COUNCIL OF CALIFORNIA shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Any and all information disclosed by the Term Buyer to the Seller or by the Seller to the Buyer as a result of the negotiations leading to the execution of this Agreement, or in furtherance thereof, which information was not already known to the Seller or to the Buyer, as the case may be, shall remain confidential to the Seller and the Buyer. Each of the Seller and the Buyer agree not to further divulge or disclose or use for its benefit or purposes any such information at any time in the future unless it has otherwise become public. The information intended to be protected hereby shall include, but not be limited to, financial information, customers, sales representatives, and anything else having an economic or pecuniary benefit to the Buyer or the Seller, respectively. If the Closing occurs hereunder, any and all times thereafterinformation disclosed by the Seller to the Buyer and relating to the Business or the Acquired Assets shall thereafter be deemed the confidential information of the Buyer, Contractor will: rather than of the Seller, and the Seller agrees not to further divulge or disclose or use for its benefit or purposes any such information at any time in the future unless it has otherwise become public. The confidentiality letter agreement (the "Confidentiality Letter") dated September 5, 2000 between the X. Xxxxx and Footstar, Inc., is incorporated herein by reference and shall continue in force and effect after the date hereof, except that (a) hold all Confidential Information the Buyer, rather than Footstar, Inc., shall be deemed the "Recipient" as that term is used in strict trust and confidencethe Confidentiality Letter, (b) refrain from using to the extent that any terms of the Confidentiality Letter are inconsistent with any terms of this Agreement (not including the Confidentiality Agreement), the terms of this Agreement shall govern, (c) until the Closing occurs or permitting others to use Confidential Information this Agreement has been validly terminated, paragraph 8 of the Confidentiality Letter shall not restrict actions by the Buyer in any manner or for any purpose not expressly permitted by this Agreementfurtherance of its acquisition of the Business, and (cd) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining paragraph 4 of the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section Confidentiality Letter shall not survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawClosing hereunder.

Confidential Information. During To the Term extent that MBC receives from ------------------------ InterTrust under this Agreement any InterTrust Technology or any other information or technology that is marked "Confidential" when disclosed in written form, or indicated as "Confidential" when disclosed orally ("Confidential Information"), MBC shall hold such Confidential Information -------------------------- in strict confidence and at all times thereafter, Contractor willin a manner that: (ai) hold all is sufficiently secure for the character and content of the Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, Information; and (cii) refrain from disclosing is not less secure than procedures used by MBC to protect its comparably important information and technology. MBC shall not, without InterTrust's prior written consent, use, disclose, provide or permitting others to disclose otherwise make available any Confidential Information to any third party without obtaining Person, except to one or more of MBC's permitted sublicensees as authorized under the JBE’s express prior written consent on terms and conditions of this Agreement, and their employees. Each of such sublicensees and employees shall have a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who reasonable need to know such Confidential Information, and each shall operate under the same restrictions as MBC. Furthermore, in each case of disclosure to an employee or authorized sublicensee, access to such Confidential Information shall be allowed only to the extent necessary to enable MBC or any such authorized sublicensee to exercise its license (or sublicense) hereunder and/or as expressly allowed hereunder. MBC and any such sublicensees, as the case may be, shall: (a) require their employees having access to any portion of Confidential Information to strictly maintain its confidentiality; and (b) ensure that information in order to perform Services hereunder and who each such employee shall have executed with MBC and/or an authorized sublicensee (as applicable) a confidentiality written non-disclosure/non-use agreement with Contractor at least in the form set forth on Exhibit E hereto or as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, accesssubsequently provided by InterTrust, or disclosure in MBC's or such sublicensee's applicable form agreement which shall effectively and comparably bind such employee to the same manner scope as Contractor protects its own confidential or proprietary information of a similar natureInterTrust's form agreement, and with no less than the greater of which MBC's or sublicensee's form agreement shall be subject to InterTrust's reasonable care and industry-standard careprior written approval. The JBE owns all right, title and interest MBC shall notify InterTrust promptly in the Confidential Information. Contractor will notify the JBE promptly upon learning writing of any unauthorized disclosure or use other misuse or misappropriation of Confidential Information and will cooperate fully with any portions of the JBE to protect such Confidential Information. Upon the JBE’s request MBC and upon any termination or expiration of this Agreement, Contractor will promptly sublicensee (aas appropriate) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has shall be fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law responsible for any breach of Contractor’s MBC's or sublicensees' obligations under this section, that Agreement by any person to whom such breach will likely result in irreparable harm, and that upon any breach or threatened breach Confidential Information has been disclosed. Any obligation of the confidentiality obligations, the JBE MBC with respect to Confidential Information pursuant to this Section 9.1(b) shall be entitled expire thirty-six (36) months after disclosure of such information by InterTrust to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawMBC.

Confidential Information. During The Employee hereby acknowledges that in connection with the Employee's employment by the Employer the Employee has been provided and will be provided Confidential Information (as defined below) (including, without limitation, procedures, memoranda, notes, records and customer and supplier lists whether such information has been or is made, developed or compiled by the Employee or otherwise has been or is made available to Employee), including information Employee has not received before, regarding the business and operations of the Related Parties. The Employee further acknowledges that such Confidential Information is unique, valuable, considered trade secrets and deemed proprietary by the Related Parties, and that the receipt of this Confidential information creates a special relationship of trust and confidence between the Employer, the Company, Legacy and the Employee. Employee thus acknowledges and agrees that it is fair and reasonable for the Employer, the Company and Legacy to take steps to protect itself. For purposes of this Agreement, “Confidential Information” includes, without limitation, any information heretofore or hereafter acquired, developed or used by any of the Related Parties relating to Business Opportunities or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Related Parties, whether oral or in written form. The Employee agrees that all Confidential Information is and will remain the property of the Related Parties. The Employee further agrees, except for disclosures occurring in the good faith performance of Employee's duties for the Related Parties, during the Employment Term and at all times thereafter, Contractor will: (a) to hold in the strictest confidence all Confidential Information in strict trust Information, and confidencenot to, (b) refrain from using directly or permitting others indirectly, duplicate, sell, use, lease, commercialize, disclose or otherwise divulge to use any person or entity any portion of the Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose use any Confidential Information for Employee's own benefit or profit or allow any person, entity or third party, other than the Related Parties and authorized executives of the same, to use or otherwise gain access to any third party without obtaining Confidential Information. The Employee will have no obligation under this Agreement with respect to any information that becomes generally available to the JBE’s express prior written consent public other than as a result of a disclosure by the Employee or Employee's agent or other representative or becomes available to the Employee on a casenon-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed confidential basis from a confidentiality source other than the Related Parties through no breach of any agreement with Contractor at least as protective as the provisions Employer or any of the Related Parties. Further, the Employee will have no obligation under this section. The provisions Agreement to keep confidential any of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized useto the extent that a disclosure of it is required by law or is consented to by the Employer, accessthe Company or Legacy in writing; provided, or however, that if and when such a disclosure in is required by law, the same manner as Contractor protects its own confidential or proprietary information Employee promptly will provide the Employer with notice of a similar naturesuch requirement, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all rightso that an appropriate protective order may be sought, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Employer in any attempt by Employer to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that obtain any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawprotective order.

Confidential Information. During Each purchaser of a Note or of a beneficial interest therein (a "Holder") shall be deemed to have agreed to comply by this Section 6.09 by accepting such Note or beneficial interest. Each Holder acknowledges that it may obtain information relating to the Term Servicer or the Issuer which is of a confidential and proprietary nature ("Proprietary Information"). Such Proprietary Information may include, but is not limited to, non-public trade secrets, know how, invention techniques, processes, programs, schematics, source documents, data, and financial information. Each Holder shall at all times thereaftertimes, Contractor will: both during the term of this Agreement and for a period of three (a3) hold all Confidential Information years after its termination, keep in strict trust and confidenceconfidence all such Proprietary Information, and shall not use such Proprietary Information other than as required to enforce its rights under its Note, nor shall any Holder disclose any such Proprietary Information without the written consent of the Servicer or the Issuer. Each Holder further agrees to immediately return all Proprietary Information (bincluding copies thereof) refrain from using in its possession, custody, or permitting others to use Confidential Information in any manner or control upon termination of this Agreement for any purpose not expressly permitted by reason. No Holder shall disclose, advertise or publish the existence or the terms or conditions of this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party Agreement without obtaining the JBE’s express prior written consent on of the Servicer or the Issuer. Notwithstanding the foregoing, this Section 6.09 shall not prohibit disclosure of information that is required to be disclosed by each Holder pursuant to federal or state laws or regulation. In particular each Holder agrees that it shall not, without the prior consent of the Servicer or the Issuer, disclose the existence of this Agreement or any of the terms herein to any Person other than (i) counsel to each Holder (ii) an employee or director of each Holder with a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder implement this Agreement and who have executed a only if such employee or director or counsel agrees to maintain the confidentiality agreement with Contractor at least as protective as the provisions of this sectionAgreement or (iii) a bona fide purchaser or potential purchaser of the Note. The parties hereto agree that the Servicer and/or the Issuer shall have the right to enforce these nondisclosure provisions by an action for specific performance filed in any court of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure competent jurisdiction in the same manner as Contractor protects its own confidential or proprietary information State of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawKansas.

Confidential Information. Executive acknowledges that by reason of Executive's duties to and association with Xxxxxx'x and the Investors, Executive has had and will have access to and has and will become informed of Confidential Information. During the Term Employment Period, Executive agrees to keep in strict confidence and not, directly or indirectly, make known, disclose, furnish, make available or use, any Confidential Information, except for use in Executive's regular authorized duties on behalf of Xxxxxx'x and the Investors. For a period of three (3) years after the end of the Employment Period, Executive agrees to keep in strict confidence and not, directly or indirectly, make known, disclose, furnish, make available or use any Confidential Information in the Geographic Area. Executive acknowledges and agrees that all documents and other property including or reflecting Confidential Information furnished to Executive by Xxxxxx'x or any of the Investors or otherwise acquired or developed by Xxxxxx'x or any of the Investors or Executive or known by Executive shall at all times be the sole and exclusive property of Xxxxxx'x and the Investors. During the Employment Period and for a period of three (3) years thereafter, Contractor will: (a) hold Executive shall take all necessary and appropriate steps to safeguard Confidential Information in strict trust and confidenceprotect it against disclosure, (b) refrain from using or permitting others misappropriation, misuse, loss and theft. Executive shall deliver to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Xxxxxx'x at the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Employment Period, or at any other time Xxxxxx'x may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product or the business of Xxxxxx'x or any of the Investors which Executive may then possess or have under Executive's control and shall erase all embodiments of the Confidential Information from unauthorized useall storage devices. If Executive is required to disclose Confidential Information pursuant to any applicable law or court order, access, or Executive shall provide Xxxxxx'x with prior written notice of the requirement for disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in that details the Confidential Information. Contractor will notify Information to be disclosed and shall cooperate with Xxxxxx'x to preserve the JBE promptly upon learning confidentiality of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return information to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawextent possible.

Confidential Information. During All of the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information items described in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this AgreementParagraph 12, and any information related to Buyer’s business with Seller, and all other non-public or proprietary information concerning the business affairs and operations of Buyer and its customers, including without limitation lists of customers, trade secrets, know-how and information concerning the design or methods of manufacturing goods or any other information which Buyer may from time to time specify as being confidential, shall be treated by Seller as confidential. Seller agrees that, for itself and its affiliates, during a period of ten (c10) refrain from disclosing or permitting others to years, it shall not (i) disclose any Confidential Information such confidential information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basisof Buyer, except for disclosures expressly permitted below, and (ii) not use such confidential information for any purpose except those licensed or otherwise authorized or permitted by these Terms and Conditions Agreement. Contractor will disclose Confidential Information All such confidential information provided by Buyer to Seller shall be used by Seller only to the extent necessary to enable Seller to provide the goods or services set out in any Order and will not be disclosed to any party or used by Seller for any purpose other than fulfilling the Order. Seller shall restrict access to such confidential information to those of its employees or contractors who need to know that have knowledge thereof in connection with the performance of any Order. Seller shall inform its employees having access to such information of the confidential nature thereof, and shall ensure such recipients are bound by confidentiality obligations not less onerous than those set out in these Terms and Conditions. Seller shall be responsible for any unauthorized disclosure by any of its employees. Confidential information may be disclosed by Seller to the extent (and only to the extent) such disclosure is reasonably necessary in order to perform Services hereunder and who have executed a confidentiality agreement comply with Contractor at least as protective as applicable law. Notwithstanding the provisions of this section. The provisions of this section foregoing, Seller shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in use the same manner degree of care to preserve the confidential nature of such information as Contractor protects its own it uses to preserve the confidential or proprietary information nature of a similar natureSeller's most sensitive information, and with no but in all events not less than the greater a reasonable degree of reasonable care and industry-standard care. The JBE owns all rightTo the extent that goods covered by an Order are produced in accordance with drawings or specifications that are proprietary to Buyer or to Buyer’s customer, title and interest in Seller shall not manufacture a greater quantity thereof than are required to be delivered under the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawOrder.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBECouncil’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE Council owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Council promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Council to protect such Confidential Information. Upon the JBECouncil’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Council or, if so directed by the JBECouncil, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Council in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Council shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Buyer covenants and agrees not to communicate: (i) the Term terms or any aspect of this Agreement and at the transactions contemplated hereby; and (ii) the content of any and all times thereafterinformation in respect of the Property which is supplied to Buyer (collectively, Contractor will“Confidential Information”) to any person or entity, without the express written consent of Seller; provided however, Buyer may without consent, disclose the Confidential Information: (a) hold all Confidential Information in strict trust and confidenceto its respective advisors, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreementattorneys, accountants, partners, investors, and lenders (ccollectively, the “Transaction Parties”) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a caseof Seller, DocuSign Envelope ID: 152B017F-1685-by4862-case basis. Contractor will disclose Confidential Information only A15A-F3DBA8A3FF4B so long as any such Transaction Parties to its employees or contractors who need whom disclosure is made also agree to know that keep all such information confidential in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully accordance with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), terms hereof; and (b) certify if disclosure is required by law or by regulatory or judicial process, provided that in such event, Buyer shall notify Seller in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the Confidential Information, including without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such Confidential Information by such tribunal and shall disclose only that portion of the Confidential Information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the JBE extent that any such Confidential Information is a matter of public record or is provided in writing that Contractor has fully complied other sources readily available to the real estate industry other than as a result of disclosure by Buyer or its Transaction Parties. Buyer hereby indemnifies, defends and holds Seller harmless from any and all claims, losses, damages, liabilities, and expenses (including without limitation, reasonable attorneys’ fees and disbursements) arising in connection with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of ContractorBuyer’s obligations under this section, that Section 17 and/or the disclosure of any such breach will likely result Confidential Information by Buyer and/or by Buyer’s Transaction Parties in irreparable harm, and that upon violation of this Section 17. Buyer may not contact any breach or threatened breach tenants of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, Improvements without the requirement prior written consent of posting a bond, in addition to its other remedies at lawSeller.

Confidential Information. During You agree that the Term Beta Materials (including without limitation any information concerning the Beta Game (including its nature and at all times thereafterexistence, Contractor will: features, functionality, and screen shots), the Beta Tools, and the Beta Services) and any other information disclosed by BNEA to You in connection with the Beta Program will be considered and referred to in these Beta Program Terms as “Confidential Information.” Information that otherwise would be deemed Confidential Information but (a) hold all Confidential Information in strict trust is generally and confidencelegitimately available to the public through no fault or breach of Yours, (b) refrain is generally made available to the public by BNEA, (c) is independently developed by You without the use of any Confidential Information, (d) was rightfully obtained from using a third party who had the right to transfer or permitting others disclose it to You without limitation, or (e) any third party software and/or documentation provided to You by BNEA and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation will not be considered Confidential Information under these Beta Program Terms. All Confidential Information remains the sole property of BNEA and You have no implied licenses or other rights in the Confidential Information not specified in these Beta Program Terms. Except as expressly permitted in this Section 7 of these Beta Program Terms, You agree that You will not disclose, publish, or otherwise disseminate any Confidential Information to anyone except as otherwise expressly permitted or agreed to in writing by BNEA. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information, including preventing access to or display of the Beta Materials to third parties. You agree to use the Confidential Information solely for the permitted uses as set forth in these Beta Program Terms. You agree not to use Confidential Information in any manner otherwise for Your own or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party party’s benefit without obtaining the JBE’s express prior written consent on a case-by-case basisapproval of an authorized representative of BNEA in each instance. Contractor will disclose Confidential Information only to its employees or contractors who need to know You hereby acknowledge that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to BNEA that may be difficult to ascertain. Accordingly, You agree that BNEA will cooperate fully with have the JBE right to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return seek immediate injunctive relief to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s enforce obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, these Beta Program Terms in addition to its any other rights and remedies at lawit may have.

Confidential Information. During Any and all information disclosed by either party to the Term other that is marked "confidential" or "proprietary," including orally conveyed information designated confidential at the time of disclosure provided that it is reduced to a written summary marked "confidential" that is supplied to the other party within 30 days of the oral disclosure, this Agreement and at all times thereafterany other information related to the Services, Contractor willthe Customer Scripts, and the Script Library. "Confidential Information" does not include any information that the receiving party can demonstrate is: (a) hold all Confidential Information in strict trust and confidence, rightfully known by the receiving party prior to disclosure; (b) refrain rightfully obtained from using or permitting others a third party authorized to make such a disclosure; (c) independently developed by the receiving party without use of the disclosing party's Confidential Information and without breach of this or any other agreement, as demonstrated by contemporaneous documentation; (d) made available to the public without restrictions by the disclosing party; (e) approved for disclosure with the prior written approval of the disclosing party; or (f) required by order of a court of competent jurisdiction, provided that the party required to disclose the information shall use its best reasonable efforts to limit disclosure and to obtain confidential treatment or protective order and further has provided advance notice to allow the disclosing party to participate in the applicable proceeding. Customer: Archipelago LLC, and any manner or for affiliate that may own, at any purpose not expressly permitted by time during this Agreement, and (c) refrain from disclosing either Archipelago ECN or permitting others Archipelago Exchange. Customer Scripts: Scripts developed by Customer, or for Customer by TransactTools or its consulting partners pursuant to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement, to customize the behavior of TransactTools' software products. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration For purposes of this Agreement, Contractor will promptly (a) return Customer Scripts do not include any portion of the Script Library, which shall remain the property of TransactTools for all purposes, including intellectual property rights. Script Library: The library or libraries owned by TransactTools that contain core scripts belonging to the JBE orTransactTools that may be modified and customized by or for Customer. TransactTools Products: All products developed and owned by TransactTools, if so directed by the JBEincluding ttCERT™, destroy all Confidential Information (in every form and medium)ttALERT™, ttCONNECT™, ttSCRIPT™, OpenFIX™, OpenFIX Premium™, directory services, and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for combinations of any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawforegoing.

Confidential Information. During For purposes of this Agreement, confidential information shall include the Term terms of this Agreement, Customer Data, and any information that is clearly identified in writing at all times thereafter, Contractor willthe time of disclosure as confidential (“Confidential Information”). Each party agrees: (a) hold to keep confidential all Confidential Information in strict trust and confidence, disclosed to it by the other party or by a third-party; (b) refrain from using or permitting others not to use the Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, of the other party except to the extent necessary to perform its obligations hereunder; and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure confidentiality thereof in the same manner as Contractor it protects the confidentiality of similar information and data of its own confidential (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information). NetSuite will restrict its employees’ access to Customer’s Confidential Information to only those employees necessary to successfully provide the Service. NetSuite may disclose Confidential Information on a need-to-know basis to its contractors who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services for NetSuite in connection with the performance of this Agreement. Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or proprietary information (4) the recipient becomes aware of from a similar nature, third party not bound by non-disclosure obligations to the disclosing party and with no less than the greater of reasonable care and industry-standard carelawful right to disclose such information to the recipient. The JBE owns all right, title and interest in This Section 5.12 will not be construed to prohibit the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE orextent that such disclosure is required by law or order of a court or other governmental authority. The parties agree to give the other party prompt notice of the receipt of any subpoena or other similar request for such disclosure. With respect to any information received by either party from the other as a result of any other relationship between the parties other than as licensor and licensee under this Agreement (i.e., if so directed business development, partnership, alliance, etc.), the parties will abide by the JBE, destroy all Confidential Information terms and conditions of any Nondisclosure Agreement (in every form and medium), and (bor similar agreement) certify to executed between the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawparties.

Confidential Information. During Franchisee will not, during the Term and at all times or thereafter, Contractor will: without Franchisor’s prior consent, which consent may be granted or withheld in Franchisor’s sole discretion, copy, duplicate, record, reproduce, in whole or in part, or otherwise transmit or make available to any “unauthorized” Person any Confidential Information. Franchisee may divulge such Confidential Information only (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEsuch of Franchisee’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its and/or Management Company’s employees or contractors who need agents as require access to know that information it in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as operate the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar natureHotel, and with no less than only if such employees or agents are apprised of the greater confidential nature of reasonable care such information before it is divulged to them and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE they are bound by confidentiality obligations substantially similar to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium)those listed above, and (b) certify to the JBE in writing extent required by law or judicial proceeding; provided that Contractor has fully complied Franchisee will provide Franchisor with prompt prior written notice so that Franchisor may seek a protective order or other appropriate remedy or waive compliance with the foregoing obligationsprovisions of this Agreement, and provided further that, in the event that Franchisor is unable to obtain such protective order or other appropriate remedy in connection with a third party’s request for disclosure, Franchisee will: (i) furnish only that portion of the Confidential Information that Franchisee is advised by counsel is legally required by Applicable Law, (ii) give Franchisor written notice of the information to be disclosed as far in advance as practicable, and (iii) exercise reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed. Contractor acknowledges All other Persons are “unauthorized” for purposes of this Agreement. Franchisee agrees that there can the Confidential Information has commercial value and that Franchisor and its Affiliates have taken reasonable measures to maintain its confidentiality, and, as such, the Confidential Information is proprietary and a trade secret of Franchisor and its Affiliates. Franchisee will be no adequate remedy at law liable to Franchisor for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach breaches of the confidentiality obligations, obligations in this Section 14.1 by its employees and agents. Franchisee will maintain the JBE shall be entitled Confidential Information in a safe and secure location and will immediately report to appropriate equitable relief, without Franchisor the requirement theft or loss of posting a bond, in addition to its other remedies at lawall or any part of the Confidential Information.

Confidential Information. During As used herein, “Confidential Information” means this Agreement, the Term Material, any Results and at Inventions (as defined below), and all times thereafterinformation in any form concerning the Material plus other scientific, Contractor will: technical, trade, or business information that is treated by Felicitex as confidential or proprietary and that is disclosed by Felicitex to Recipient hereunder. Recipient agrees that Recipient shall (a) hold all use, copy, and make extracts of the Confidential Information only in strict trust connection with the Purpose and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any of the Confidential Information to any third party without obtaining the JBE’s express prior written consent on other than its directors, officers, and employees who have a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder the Confidential Information for the Purpose and who have executed a are bound by obligations of confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of substantially similar to those in this Agreement. Contractor will protect Recipient is liable to Felicitex for any use or disclosure of the Confidential Information from unauthorized use, access, or disclosure in violation of the same manner as Contractor protects its own confidential or proprietary information terms of a similar nature, and with no less than the greater this Agreement by any of reasonable care and industry-standard careRecipient’s personnel. The JBE owns all right, title and interest in terms of this Section do not apply to any information that Recipient can demonstrate: (i) Recipient possessed before Felicitex disclosed it under this Agreement; (ii) is or becomes public (other than as a result of breach of this Agreement by the Recipient or its personnel); (iii) the Recipient obtains from a third party free of any confidentiality obligation to Felicitex with respect to such information; or (iv) is independently developed by or on behalf of Recipient without the use of the Confidential Information. Contractor will Notwithstanding anything to the contrary contained herein, Recipient shall be permitted to disclose any Confidential Information that is required to be disclosed by a governmental authority or by applicable law, provided that the Recipient shall: (i) notify the JBE promptly upon learning Felicitex of any unauthorized such disclosure requirement as soon as practicable; (ii) cooperate with Felicitex if Felicitex seeks a protective order or use other remedy in respect of any such disclosure; and (iii) furnish only that portion of the Confidential Information and will cooperate fully with the JBE which Recipient is legally required to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawdisclose.

Confidential Information. During The parties acknowledge and agree that in their performance hereof, each (“Recipient”) may receive or be exposed to the Term proprietary and confidential information of the other (“Owner”) that is designated orally or in writing as being confidential (“Confidential Information”). Recipient shall use Owner’s Confidential Information solely in furtherance of Recipient’s performance hereunder and for no other purpose whatsoever. Recipient shall not disclose Owner’s Confidential Information to any third parties except to Recipient’s trusted employees and contractors having a legitimate need to know in furtherance of Recipient’s performance hereunder and who are bound by confidentiality obligations at all times thereafter, Contractor willleast as restrictive as those hereof. Confidential Information shall not include information that: (ai) hold all was lawfully known by Recipient without an obligation of confidentiality before its receipt from Owner; (ii) is independently developed by Recipient without reliance on or use of Owner’s Confidential Information in strict trust and confidence, Information; (biii) refrain from using is or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted becomes publicly available without a breach by Recipient of this Agreement, and ; or (civ) refrain from disclosing or permitting others is disclosed to Recipient by a third party under no obligation to maintain its confidentiality. If Recipient is requested to disclose any Confidential Information as part of an administrative or judicial proceeding, Recipient shall, to any third party without obtaining the JBEextent permitted by applicable law, promptly notify Owner of that request and cooperate with Owner, at Owner’s express prior written consent on expense, in seeking a case-by-case basis. Contractor will disclose Confidential Information only to its employees protective order or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own similar confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in treatment for the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure If no protective order or use other confidential treatment is obtained, Recipient shall disclose only that portion of Confidential Information which is legally required and will cooperate fully with exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the JBE Confidential Information which is required to be disclosed. Each party acknowledges that the Confidential Information of Owner is unique and valuable, and that remedies at law will be inadequate to protect such Confidential Information. Upon the JBE’s request and upon Owner from any termination actual or expiration threatened breach of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed Section 11 by the JBE, destroy all Confidential Information (in every form Recipient and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in would cause irreparable harmand continuing injury to Owner. Therefore, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Owner shall be entitled to appropriate seek equitable relief, relief with respect to the enforcement of this Section 11 without the any requirement of posting to post a bond, in addition to its all other remedies available to Owner at lawlaw or in equity.

Confidential Information. During The Executive acknowledges that in the Term course of performing services for the Company and at all times thereafterits affiliates, Contractor will: Executive may create (a) hold all alone or with others), learn of, have access to, and/or receive Confidential Information, and the Company hereby agrees to provide the Executive with Confidential Information in strict trust the course of the Executive’s performance of services for the Company and confidence, (b) refrain from using or permitting others to use its affiliates. The Executive recognizes that all such Confidential Information in any manner is the sole and exclusive property of the Company and its affiliates or for any purpose not expressly permitted by this Agreementof third parties to which the Company or an affiliate owes a duty of confidentiality, that it is the Company’s policy to safeguard and keep confidential all such Confidential Information, and that disclosure of Confidential Information to an unauthorized third party would cause irreparable damage to the Company and its affiliates. Executive agrees that, during employment with the Company or an affiliate (c) refrain from disclosing including prior to the Effective Date), except as required by the duties of Executive’s employment with the Company or permitting others to disclose any of its affiliates, Executive will not, without the written consent of the Company, willfully disseminate or otherwise disclose, directly or indirectly, any Confidential Information disclosed to Executive or otherwise obtained by Executive during his or her employment with the Company or its affiliates, and will take all necessary precautions to prevent disclosure, to any third party without obtaining unauthorized individual or entity (whether or not such individual or entity is employed or engaged by, or is otherwise affiliated with, the JBE’s express prior written consent on a case-by-case basis. Contractor Company or any affiliate), and will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect use the Confidential Information from unauthorized use, access, or disclosure in solely for the same manner benefit of the Company and its affiliates and will not use the Confidential Information for the benefit of any other person nor permit its use for the benefit of Executive. These obligations shall continue during and after the termination of Executive’s employment for any reason and for so long as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information remains Confidential Information. Contractor will Anything herein to the contrary notwithstanding, Executive shall not be restricted from: (i) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the JBE promptly upon learning Company that he or she has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of any unauthorized disclosure reporting or use investigating a suspected violation of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination law; or expiration of this Agreement, Contractor will promptly (aiv) return to the JBE ordisclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations such filing is made under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawseal.

Confidential Information. During Owner will disclose and make available to Recipient certain information that is non-public, confidential and/or proprietary in nature relating to the Term possible sale of certain property to Recipient (“Confidential Information”). By executing this Agreement, Recipient (including, without limitation, its respective officers, directors, employees, counsel, consultants, brokers or agents) acknowledges and at all times thereafter, Contractor will: (a) hold all agrees that it shall maintain the Confidential Information in strict trust confidence from the time of this Agreement and confidence, for a period of three (b3) refrain years from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by the Effective Date of this Agreement, and (c) refrain from disclosing or permitting others shall not, without the prior written consent of Owner, disclose any of the Confidential Information except as permitted herein; provided, however, that there shall be no obligation on the part of Recipient to disclose maintain in confidence any Confidential Information disclosed to any it by Owner: (i) which is generally known to the trade or the public at the time of such disclosure; (ii) which becomes generally known to the trade or the public subsequent to the time of such disclosure, but not as a result of disclosure by the other; (iii) which is legally received by Recipient from a third party without obtaining restriction; (iv) which is independently developed by Recipient; (v) which is approved for release in writing Owner whose Confidential Information is to be released, prior to any release; or (vi) is demanded by a lawful order from any court or any body empowered to issue such an order. Recipient agrees to notify Owner promptly of the JBE’s express prior written consent on receipt of any such order, and to promptly provide Owner with a case-by-case basiscopy of such order. Contractor will If Recipient is required to disclose Confidential Information in response to a valid order by a court or other governmental body, as required by law, Recipient may disclose such Confidential Information only to its employees the extent legally compelled. Owner will be given an opportunity to oppose any such order or contractors who need to know seek a protective order that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect protects the Confidential Information from unauthorized useat issue before Recipient complies with any such court or governmental order provided, accesshowever, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns that all right, title and interest in the Confidential Information. Contractor Parties will notify the JBE promptly upon learning of stipulate to any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE orders necessary to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawsaid information from public disclosure.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Seller acknowledges that Abtech’s Confidential Information in strict trust constitutes valuable trade secrets and confidenceSeller agrees that the Seller shall use, (b) refrain from using commercialize or permitting others to use disclose Abtech’s Confidential Information in any manner or for any purpose not expressly only as permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any . Seller will not allow Abtech’s Confidential Information to be disclosed, directly or indirectly, to any third party without obtaining the JBEAbtech’s express prior written consent on a case-by-case basisconsent. Contractor will disclose Confidential Information only Xxxxxx agrees to its employees or contractors who need to know that information exercise due care in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the protecting Abtech’s Confidential Information from unauthorized useuse and disclosure. The foregoing restrictions do not apply to Confidential Information that is: (i) made publicly available through no fault of the receiving party, access(ii) obtained by the receiving party from third parties without restrictions on disclosure, (iii) independently developed by the receiving party without reference to the other’s Confidential Information, or disclosure in the same manner as Contractor protects its own confidential or proprietary information (iv) required to be disclosed by order of a similar nature, and with no less than the greater of reasonable care and industry-standard carecourt or other governmental entity. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Seller shall protect Abtech’s Confidential Information and will cooperate fully with during the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration Term of this Agreement, Contractor will promptly (a) return to Purchase Agreement and in perpetuity. In the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach event of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach actual or threatened breach of the confidentiality obligationsprovisions of this Section (including for these purposes, the JBE shall Use of the Internal Reference Copy or other Software beyond its permitted use), in addition to any other remedies available at law or in equity, Abtech will be entitled to appropriate immediate injunctive and other equitable relief, without the requirement necessity of posting bond or showing actual damage or irreparable harm. If Seller reassigns any employee from an Abtech account to any account of a bonddirect competitor of Abtech, Seller shall notify Abtech and make sure that the employee’s access to Abtech Confidential Information (including access to Abtech databases or Abtech’s website) is terminated immediately and that the employee has not retained any such information. Failure to do so may subject Seller to liability resulting from such failure. Seller agrees to use only their own employees for professional services contracted to them by Abtech and not use a subcontractor, including subcontractors for backline support for internal escalation of calls. In the event that a subcontractor must be engaged for service delivery or call escalation then Seller must notify Abtech in addition advance, disclose the contact information of the subcontractor, and receive written agreement by Abtech to its utilize this subcontractor on an Abtech account. It is the Seller’s responsibility to monitor and insure that their own subcontractors adhere to the full terms of this Purchase Agreement. Without limiting other remedies at lawprovisions of this Purchase Agreement, Xxxxxx agrees indemnify Abtech and to assume the liability for the actions of their subcontractors that lead to legal action by another third party including but not limited do Abtech Customers and intellectual property owners. It is stipulated that the following information given to Seller by Abtech or Abtech Customer will always be considered Confidential Information whether identified as such or not: login, access, and security information to Customer systems; Customer-owned or licensed data that Seller may have access to; Customer strategy, policies, or practices that Seller can only know by virtue of access to the Customer; contract pricing; Customer names and contact information; service call, delivery, and remediation information; Abtech strategy, policies, and personnel information; and Customer satisfaction metrics.

Confidential Information. During the Term and at all times thereafterEmployee agrees that Employee shall not, Contractor will: (a) hold all directly or indirectly, use any Confidential Information in strict trust and confidence(as defined herein) on Employee’s own behalf or on behalf of any Person (as defined herein) other than the Employer, (b) refrain from using or permitting others to use Confidential Information in any manner reveal, divulge, or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Person not expressly authorized by the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only Employer to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect receive such Confidential Information. Upon This obligation shall remain in effect for as long as the JBE’s request and upon any termination information or expiration of this Agreement, Contractor will promptly (a) return materials in question retain their status as Confidential Information. Employee further agrees that he shall fully cooperate with the Employer in maintaining the Confidential Information to the JBE or, if so directed extent permitted by the JBE, destroy all Confidential Information (in every form law. The parties acknowledge and medium)agree that this Agreement is not intended to, and (b) certify to does not, alter either the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of ContractorEmployer’s rights or Employee’s obligations under this sectionany state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Employee shall not be restricted from disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Employee shall provide the Employer with prompt notice of such requirement so that the Employer may seek an appropriate protective order prior to any such breach will likely result required disclosure by Employee. Employee understands and acknowledges that nothing in irreparable harmthis section limits his ability to initiate communications directly with, and respond to any inquiry from, volunteer information to, or provide testimony before any government agency or otherwise participate in any reporting of, investigation into, or proceeding regarding suspected violations of law, or from making other disclosures that upon any breach are protected under, or threatened breach from receiving an award for information provided under, the whistleblower provisions of state or federal law or regulation. Employee does not need the prior authorization of the confidentiality obligationsEmployer to engage in such communications with any government agency, respond to such inquiries from any government agency, provide Confidential Information or documents containing Confidential Information to any government agency, or make any such reports or disclosures to any government agency. Employee is not required to notify the JBE shall be entitled to appropriate equitable relief, without the requirement of posting Employer that Employee has engaged in such communications with a bondgovernment agency. Employee recognizes and agrees that, in addition connection with any such activity outlined above, Employee must inform the government agency that the information Employee is providing is confidential. Federal law provides certain protections to its individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, federal law provides that an individual shall not be held criminally or civilly liable under any state or federal trade secret law for the disclosure of a trade secret under either of the following conditions:  Where the disclosure is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or  Where the disclosure is made in a complaint or other remedies at lawdocument filed in a lawsuit or other proceeding, if such filing is made under seal. Federal law also provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

Confidential Information. During A Franchisor possesses certain proprietary confidential information consisting of methods, techniques, formats, specifications, procedures, information, systems, methods of business management, sales and promotion techniques, and knowledge of and experience in operating a Franchised Business (the Term and at all times thereafter, Contractor will: (a) hold all "Confidential Information"). Franchisor shall disclose the Confidential Information in strict trust the training program, the Manual, and confidence, (b) refrain from using or permitting others in guidance furnished to use Confidential Information in any manner or for any purpose not expressly permitted by Franchisee during this Agreement, and (c) refrain from disclosing or permitting others to disclose 's term. Franchisee shall not acquire any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify , other than the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with right to utilize it in performing its duties during the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration term of this Agreement, Contractor will promptly and Franchisee acknowledges that the use or duplication of the Confidential Information in any other business venture would constitute an unfair method of competition. Franchisee acknowledges and agrees that the Confidential Information is proprietary, includes Franchisor's trade secrets, and is disclosed to Franchisee solely on the condition that Franchisee (and its shareholders, partners, members and managers, if Franchisee is a corporation, partnership or limited liability company) does hereby agree that it: (a) return to shall not use the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and any other business or capacity; (b) certify shall maintain the absolute confidentiality of the Confidential Information during and after the term of this Agreement; (c) shall not make unauthorized copies of any portion of the Confidential Information disclosed in written or other tangible form; and (d) shall adopt and implement all reasonable procedures prescribed from time to time by Franchisor to prevent unauthorized use or disclosure of the JBE in writing Confidential Information. All ideas, concepts, techniques or materials concerning the Franchised Business, whether or not protectable intellectual property and whether created by or for Franchisee or its owners or employees, must be promptly disclosed to Franchisor and will be deemed Franchisor's sole and exclusive property, part of the System and works made-for-hire for Franchisor. To the extent any item does not qualify as a "work made-for-hire" for Franchisor, Franchisee shall assign ownership of that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harmitem, and all related rights to that upon any breach item, to Franchisor and must sign whatever assignment or threatened breach other documents Franchisor requests to show ownership or to help Franchisor obtain intellectual property rights in the item. B Franchisor reserves the right to require Franchisee to have each of the confidentiality obligationsits shareholders, the JBE shall be entitled to appropriate equitable reliefofficers, without the requirement of posting directors, partners, employees, members, and managers, and, if Franchisee is an individual, Franchisee's spouse, execute a bond, non-disclosure and non-competition agreement in addition to its other remedies at lawa form approved by Franchisor.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services Work hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this AgreementAgreement and any Participating Addendum. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The Each JBE owns all right, title and interest in the its Confidential Information. Contractor will notify the affected JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the a JBE’s request and upon any termination or expiration of this AgreementAgreement or a Participating Addendum, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all such JBE’s Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JBEs shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law. Publicity. Contractor shall not make any public announcement or press release about this Agreement (or any Participating Addendum) without the prior written approval of the Judicial Council (and with respect to any Participating Addendum, the prior written approval of the applicable JBE).

Confidential Information. During The parties hereto acknowledge and agree that all of the Term maps, geological data and at all times thereafter, Contractor will: other information developed by or provided to KRI relating to the Monterde Project shall be treated as confidential (aherein called the "Confidential Information") hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any that the disclosure of such Confidential Information to third parties by anyone other than KRI would cause serious and irreparable harm to KRI and the Developers. During the term of this Agreement and for a period of three years thereafter the Developers covenant and agree with KRI that they shall retain in confidence and shall require their directors, officers, employees, consultants, representatives and agents to retain in confidence, any third party without obtaining the JBE’s express prior written consent on a case-by-case basisand all Confidential Information. Contractor The Developers will disclose the Confidential Information only to those of its employees employees, consultants, advisors and other agents or contractors who representatives whose duties justify the need to know that information in order to perform Services hereunder such Confidential Information and who have executed a confidentiality agreement agree to treat such Confidential Information as confidential in accordance with Contractor at least as protective as this Agreement. The Developers will be responsible for the provisions actions of its directors, officers, employees, consultants, or representatives agents which result in breaches of this sectionAgreement. All Confidential Information furnished to the Developers is and will remain the confidential property of KRI and will be returned to KRI upon request, along with all copies of, summaries of and excerpts from such Confidential Information. However, in the case that KRI abandons any property pursuant to Section 3.01, all Confidential Information related to said abandoned property shall become the property of the Developers. The provisions Developers need not keep confidential hereunder, any Confidential Information that it can demonstrate was rightfully in its possession prior to the disclosure by KRI, (ii) any Confidential Information that is or hereafter becomes properly and legally generally available to the public; or; (iii) any Confidential Information provided to such party by a third party under no obligation of confidentiality to KRI. KRI acknowledges and agrees that all property information that it received prior to the execution of this section Agreement is Confidential Information of the Developers and shall survive be used by KRI only pursuant to this Agreement. In the expiration or case of termination of this Agreement. Contractor will protect the , said Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Developers shall be entitled returned to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawthem by KRI.

Confidential Information. During SRK recognizes and acknowledges that it will have access to and may develop or become aware of certain information of Tonkin Springs LLC, TSHI or their respective affiliates (collectively, Tonkin Entities) and that such information constitutes confidential information of the Term and at all times thereafterTonkin Entities. SRK shall not, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using during or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by after the term of this Agreement, use or disclose directly or indirectly any such confidential information to any person, firm, corporation, association, or other entity, except to Contractors engaged by SRK and (c) refrain from disclosing to authorized representatives of the Tonkin Entities, for any reason or permitting others purpose whatsoever without the Tonkin Entities' prior written approval. SRK represents that it has entered into agreements with all of its employees requiring them not to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on such information. Only employees with a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who demonstrable need to know that will be given access to information in order to perform Services hereunder and who have executed collected or developed under this Agreement. In the event of a confidentiality agreement with Contractor at least as protective as breach or threatened breach by SRK of the provisions of this sectionSection 3, the Tonkin Entities shall be entitled to a temporary restraining order or a preliminary injunction restraining SRK from using or disclosing, in whole or in part, such confidential information, and SRK consents to the entry of such a temporary restraining order or preliminary injunction without the necessity of the Tonkin Entities posting any bond in connection therewith and agrees that it shall not assert any defenses to any petition filed by the Tonkin Entities in a court of competent jurisdiction requesting such temporary restraining order and/or preliminary injunction, as the case may be. Nothing herein shall be construed as prohibiting the Tonkin Entities and its affiliates from pursuing any other remedies available to them for such breach or threatened breach, including the recovery of damages from SRK. The provisions provision of this section Section 3 shall survive the expiration dissolution or termination of this Agreement. Contractor will protect The obligations of this Section 3 do not apply to information which: (a) is or becomes part of the Confidential Information from unauthorized usepublic domain without the breach of any obligation of confidentiality owed to the Tonkin Entities; or (b) is lawfully in the possession of SRK at the time it was acquired hereunder without the breach of any obligation of confidentiality owned to the Tonkin Entities; or (c) is required by law to be disclosed. In the event SRK receives any legal process purporting to require the production of confidential information to any court, accessagency, other tribunal, person, or disclosure in entity, SRK shall immediately notify the same manner as Contractor protects its own confidential or proprietary information Tonkin Entities, provide the Tonkin Entities with a copy of a similar naturesuch legal process, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Tonkin Entities in any legal proceeding arising therefrom. Except for the reports and documents expressly required to protect such Confidential Information. Upon be provided to the JBE’s request and upon any termination or expiration NDEP pursuant to Section 1 of this Agreement, Contractor will promptly (a) return SRK shall not communicate with governmental agencies concerning the Work or concerning SRK's or Contractors' performance of the Work without obtaining the prior approval of TSHI and Tonkin Springs LLC. Any reports, documents, or other information, regardless of form, that is collected or developed by SRK pursuant to this Agreement shall be exclusively the JBE orproperty of TSHI and Tonkin Springs LLC and all such reports, if so directed by the JBEdocuments, destroy all Confidential Information (in every form and medium)or information, and (b) certify any copies thereof shall be turned over to TSHI and Tonkin Springs LLC at the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach conclusion of the confidentiality obligationsWork, unless TSHI and Tonkin Springs LLC shall sooner request same. SRK may retain one hard copy of such documents for record purposes. Reuse of such documents by TSHI or Tonkin Springs LLC for other than the JBE project covered by this Agreement shall be entitled without liability to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawSRK.

Confidential Information. During Advisor and the Term Company acknowledge that the Company's business is highly competitive and at all times thereafterthat the Company may, Contractor will: from time to time, provide Advisor with access to confidential information. Advisor agrees that he will not make any unauthorized disclosure of confidential business information obtained from the Company (a) hold all "Confidential Information"), or make any unauthorized use thereof. However, Advisor shall be permitted to disclose Confidential Information in strict trust and confidenceas is required by law, including deposition or trial testimony pursuant to subpoena, provided that if he is requested or required (bby oral question, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third Information, if reasonably possible under the circumstances as determined in good faith, he will promptly notify the other party without obtaining of such request or requirement so that the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees other party may seek an appropriate protective order or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement waive compliance with Contractor at least as protective as the provisions of this sectionAgreement. In the absence of a protective order or the receipt of a waiver hereunder, or in the good faith determination of Advisor that time is of the essence, Advisor shall obtain legal counsel, and if Advisor and/or his counsel in good faith believe that Advisor is compelled to disclose the Confidential Information or be exposed to liability for contempt or suffer other censure or penalty, Advisor may disclose only such Confidential Information to the party compelling disclosure as is required by law, as determined by Advisor on advice of counsel. Advisor further agrees that he will cooperate with the Company in its efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. All reasonable legal fees, costs and expenses incurred by Mr. Xxxxx xx obtaining legal representation pursuant to his obligations under this paragraph shall be paid by the Company. The provisions obligations of the parties set forth in this paragraph 5 shall apply during the term of this section Agreement and shall survive for one year following the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During OMNI/TSA agrees that all information provided to it by, or through its relationship with the Term and at all times thereafter, Contractor will: EMPLOYER is confidential (a) hold all “Confidential Information”). OMNI/TSA agree that it will use the Confidential Information for the limited purposes necessary to execute its obligations under the U.S. OMNI/TSA & TSACG Compliance Services is AGREEMENT. OMNI/TSA shall not make or allow to be made copies of or otherwise reproduce the Confidential Information provided to it or any part thereof, except as reasonably required in strict trust and confidenceconnection with the fulfillment of its obligations under this Agreement absent specific prior written consent of the Employer. This Agreement shall in no way be construed to grant any right, (b) refrain from using license, or permitting others authorization to any party to use Confidential Information except as permitted in any manner this Agreement. To the extent the OMNI/TSA retains a third party or for any purpose not expressly affiliate to assist it in performing its duties as otherwise permitted by under this Agreement, it shall similarly protect and (c) refrain from disclosing or permitting others to disclose any restrict the use of Confidential Information to any by such third party without obtaining or affiliate. Upon the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose termination of this Agreement, OMNI/TSA shall return to the Employer or its designee all of the Confidential Information only to its employees or contractors who need to know that information as of a current date, received in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least the course of the OMNI/TSA/TSA performing the Services, in such form as protective as is reasonably requested by the provisions of this sectionEmployer. The provisions obligations of this section the OMNI/TSA hereunder shall survive the expiration or termination of this Agreement. Contractor will protect The Employer acknowledges that the OMNI/TSA may, from time to time, disclose Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE orEmployer, if so directed by the JBEEmployer’s representatives, destroy all Confidential Information (in every form and mediumthe Employer’s assignee(s), and (b) certify to and/or the JBE in writing that Contractor has fully complied with Investment Providers for the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach purpose of Contractor’s meeting its obligations under this sectionAgreement and such disclosure shall not be considered a breach of this provision or the Agreement. All data is, that any such breach will likely result in irreparable harmbe, and that upon any breach or threatened breach will remain the property of the confidentiality obligations, Employer and will be deemed Confidential Information of the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawEmployer.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEJUDICIAL COUNCIL’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE JUDICIAL COUNCIL owns all right, title and interest in the Confidential Information. Contractor will notify the JBE JUDICIAL COUNCIL promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE JUDICIAL COUNCIL to protect such Confidential Information. Upon the JBEJUDICIAL COUNCIL’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE JUDICIAL COUNCIL or, if so directed by the JBEJUDICIAL COUNCIL, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE JUDICIAL COUNCIL in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JUDICIAL COUNCIL shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Confidential information marked as such, or known to the Term receiving party to be confidential and at all times thereafterproprietary to the disclosing party (hereinafter referred to as “Confidential Information”), Contractor will: (a) hold all Confidential Information in strict trust and confidencewill not be disclosed to a third party, (b) refrain from using or permitting others except as authorized by the disclosing party. The receiving party is authorized to use Confidential Information in furtherance of the objectives of the Subcontract and in the performance and administration of the Prime Contract and any manner or for any purpose not expressly permitted by this Agreementorders issued thereunder, and (c) refrain from is granted any necessary license or permission by the disclosing party to do so. Disclosure of Confidential Information to third parties is authorized solely to the extent that such information is known or permitting others available to the trade or to the public or to the receiving party, without restriction, at the time of disclosure or becomes publicly available through no action of the receiving party. It is agreed that each of the parties hereto will protect and restrict access to Confidential Information with the same diligence as if it were its own. With respect to Confidential Information which will be disclosed or delivered to the Government, if the Information was marked with a restrictive notice by the originating party, the disclosing party will retain the restrictive notice, or will substitute the notice prescribed by the Government for such purposes, provided that the Prime Contract authorizes use of such a notice. If either party is notified that the Government proposes to disclose any such Confidential Information to any a third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized useis considering doing so, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor it will notify the JBE promptly upon learning of any unauthorized disclosure or use of other party. If the Prime Contractor receives such notice regarding Confidential Information and of the Subcontractor, the Prime Contractor agrees to cooperate in either authorizing or contesting such disclosure. In the event of an authorized disclosure by a party to a third party other than the Government, any restrictive notice will cooperate fully with the JBE to protect such Confidential Informationbe retained on any information so disclosed. Upon the JBE’s request and upon any termination or expiration of this AgreementSubcontract and completion of all deliverable requirements contained in this Subcontract and in any orders issued thereunder outstanding as of the date of termination or expiration, Contractor will promptly (a) the parties agree to return to the JBE or, if so directed by the JBE, destroy all Confidential Information (and copies thereof in every form and medium), and (b) certify their possession to the JBE in writing that Contractor has fully complied with disclosing party or destroy all such Confidential Information and copies and provide sworn statement attesting to such destruction to the disclosing party. As between the Subcontractor and the Prime Contractor, the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach provisions as to the disclosure and use of Contractor’s obligations under this section, that any Confidential Information shall expire five (5) years from the date such breach will likely result in irreparable harm, and that upon any breach or threatened breach of information is received by the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawreceiving party.

Confidential Information. During The Executive acknowledges that the Term ------------------------ information and at data disclosed to, developed by or obtained by him while employed by the Company or any of its Subsidiaries concerning the business or affairs of the Company or any Subsidiary (the unauthorized disclosure of which would be adverse to the Company and its Subsidiaries, taken as a whole) (including without limitation the Company's technology, methods of doing business and supplier and customer information) (collectively, "Confidential ------------ Information") are the property of the Company or such Subsidiary and that the ----------- continued success of the Company and its Subsidiaries depends in large part on keeping this information from becoming known to competitors of the Company and its Subsidiaries. Therefore, the Executive agrees that, during the Employment Period and for all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidenceexcept as required by law or court order, (b) refrain from using he shall not disclose to any unauthorized person or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose his own account any Confidential Information to any third party without obtaining the JBE’s express prior written consent on of the Board, unless and to the extent that the aforementioned matters become generally known to and available for use by the public or Persons within the industry in which the Company or Pen-Tab competes other than as a caseresult of the Executive's acts or omissions to act, or in the event any such information is disclosed (other than by Executive) by any person who is not bound by a similar nondisclosure agreement; provided, however, that, subject to Section 5(b) below, nothing herein shall be deemed to limit, restrict or prohibit the use or disclosure by Executive of any non-by-case basis. Contractor will disclose Confidential Information only to its employees confidential general industry knowledge or contractors who need to know that information in order to perform Services hereunder contacts gained or obtained by Executive from his prior expertise and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this sectionexperience. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect Executive further agrees to use his reasonable best efforts and diligence to safeguard the Confidential Information from unauthorized useand to protect it against disclosure, accessmisuse, espionage, loss or theft. The Executive shall deliver to the Company at the termination of such Executive's employment, or disclosure in at any other time the same manner as Contractor protects its own confidential or proprietary information of a similar natureCompany may request, all memoranda, correspondence, notes, plans, records, reports, manuals, photographs, computer tapes and with no less than the greater of reasonable care software and industry-standard care. The JBE owns all right, title other documents and interest in data (and copies thereof) relating to the Confidential Information, the Work Product (as defined below) or the business of the Company or any Subsidiary which he may then possess or have under his control. Contractor will notify If the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with Company requests, the JBE Executive agrees to protect provide written confirmation that the Executive has returned all such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return materials to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach Company or one of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawSubsidiaries.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEJudicial Council’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this AgreementAgreement and any Participating Addendum. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The Judicial Council and each JBE owns all right, title and interest in the its Confidential Information. Contractor will notify the Judicial Council or affected JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the Judicial Council and JBE to protect such Confidential Information. Upon the Judicial Council’s or a JBE’s request and upon any termination or expiration of this AgreementAgreement or a Participating Addendum, Contractor will promptly (a) return to the Judicial Council or JBE or, if so directed by the Judicial Council or JBE, destroy all such Judicial Council or JBE’s Confidential Information (in every form and medium), and (b) certify to the Judicial Council or JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Judicial Council and JBEs shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term Executive’s employment with the Company, he has acquired and at all times thereafterhad access to confidential or proprietary information about the Company and/or its customers, Contractor will: (a) hold all including but not limited to, trade secrets, product designs and prototypes, product development plans and designs, clinical testing data and results, patents, trademarks, access to computer files, marketing strategies, marketing campaigns, financial information and records, computer software programs, agreements and/or contracts between the Company and customers, customer contacts, creative policies and ideas, and information about or received from customers and other companies with which the Company does business. The foregoing shall be collectively referred to as “Confidential Information.” The Executive is aware that the Confidential Information is not readily available to the public; accordingly, he also agrees that he will not at any time (whether during or after the Term), disclose to anyone (other than his counsel in strict trust and confidence, (b) refrain the course of a dispute arising from using or permitting others to use the alleged disclosure of Confidential Information in or as required by law) any manner Confidential Information, or utilize such Confidential Information for the benefit of himself or any purpose third party. The Executive agrees that these restrictions shall apply whether or not expressly permitted by this Agreement, any such information is marked “confidential” and (c) refrain from disclosing or permitting others regardless of the form of the information. If the Executive becomes legally required to disclose any Confidential Information to any third party without obtaining Information, he will provide the JBE’s express prior written consent on Company with prompt notice thereof so the Company may seek a case-by-case basis. Contractor will disclose Confidential Information only to its employees protective order or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement other appropriate remedy and/or waive compliance with Contractor at least as protective as the provisions of this sectionParagraph 8(b) to permit a particular disclosure. The If such protective order or other remedy is not obtained or if the Company waives compliance with the provisions of this section shall survive Paragraph 8(b) to permit a particular disclosure, the expiration Executive will furnish only that portion of the confidential Information that he is legally required to disclose and, at the Company’s expense, will cooperate with the Company to obtain a protective order or termination of this Agreement. Contractor other reliable assurance that confidential treatment will protect be accorded the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard careInformation. The JBE owns Executive further agrees that all rightmemoranda, title and interest disks, files, notes, records or other documents, whether in electronic form or hard copy (collectively, the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure “Material”) compiled by him or use of Confidential Information and will cooperate fully made available to him during his employment with the JBE to protect such Confidential Company and/or its predecessor (whether or not the Material constitutes or contains confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify in connection with the performance of his duties hereunder, shall be the property of the Company and shall be delivered to the JBE in writing that Contractor has fully complied Company on the termination of the Executive’s employment with the foregoing obligationsCompany or at any other time upon request. Contractor acknowledges Except in connection with the Executive’s employment with the Company, the Executive agrees that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach he will likely result in irreparable harm, and that upon any breach not make or threatened breach retain copies or excerpts of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawMaterial.

Confidential Information. During the Term their retention hereunder and at all times thereafter, Contractor will: (a) hold all Confidential Information FutureLink Micro Visions Corp. will not disclose to any person or persons not directly connected with the Company, or use for their own benefit, any of the trade secrets, financial information, systems, records or business methods of the Company or its affiliates, or any of the business relationships between the Company or its affiliates and any of their business partners or clients, unless such disclosure shall be in strict trust and confidence, (b) refrain from using direct connection with or permitting others to use Confidential Information as a part of FutureLink Micro Visions Corp. performance of duties hereunder. In the event that FutureLink Micro Visions Corp. is requested in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others proceeding to disclose any Confidential Information Information, it shall give the Company prompt notice of such request so that the Company may seek an appropriate protective order. It is further agreed that if in the absence of a protective order FutureLink Micro Visions Corp. is nonetheless compelled to any third party disclose Confidential Information, FutureLink Micro Visions Corp. may disclose such information without obtaining liability hereunder, provided that FutureLink Micro Visions Corp. shall give written notice to the JBE’s express prior written consent Company of the information to be disclosed as far in advance of its disclosure as is practicable and, upon the Company's request and at the Company's expense, FutureLink Micro Visions Corp. shall cooperate with the Company to obtain assurances that confidential treatment will be accorded to such information. FutureLink Micro Visions Corp. agrees that upon the Company's request it will promptly redeliver to the Company all copies of the Confidential Information. The term "Confidential Information" does not include information which was or becomes generally available to FutureLink Micro Visions Corp. on a casenon-by-case confidential basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know ; provided that the source of such information in order to perform Services hereunder and who have executed was not bound by a confidentiality agreement with Contractor at least as protective as the provisions agreement. It is agreed that money damages would not be a sufficient remedy for any breach of this sectionagreement and that in addition to all other remedies, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The provisions of this section shall survive the expiration or any earlier termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-by- case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Each of the Term Ceding Company and at all times thereafterthe Reinsurer hereby agree to hold confidential and not disclose any client or proprietary information (each as described in the succeeding paragraph) of the other party, Contractor will: (a) hold all Confidential Information except as set forth in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and unless otherwise agreed to in writing. The foregoing limitation shall not apply to proprietary information to the extent such proprietary information otherwise becomes publicly available, or the disclosure (ci) refrain has been mandated by law, (ii) is duly required by external auditors or (iii) is requested or required by a Governmental Entity in connection with a regulatory exam or inquiry. Furthermore, neither the Ceding Company nor the Reinsurer will be prohibited from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only such proprietary information to its employees retrocessionaires or contractors who need hedge or other risk mitigation counterparties in connection with its retrocession or hedging of all or a portion of the risks ceded hereunder, so long as any such retrocessionaires or hedge counterparties are bound to know confidentiality obligations in respect thereof that are substantially similar to those contained herein. Client information in order includes medical, financial and other personal information about proposed, current and former policyowners, insureds, applicants, and beneficiaries of FLIC Contracts. Proprietary information includes but is not limited to perform Services hereunder underwriting manuals and who have executed a guidelines, applications and contract forms and premium rates and allowances of the Reinsurer and the Ceding Company. In addition, the Ceding Company and the Reinsurer will comply with relevant privacy legislation. Notwithstanding any provision herein to the contrary, the confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section Agreement shall survive the expiration or termination hereof. Notwithstanding any other provision of this Agreement. Contractor will protect Agreement to the Confidential Information from unauthorized usecontrary, access, or disclosure in each of the same manner as Contractor protects its own confidential or proprietary information of a similar nature, parties hereto may disclose to any Person the tax structure and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration tax treatment of this Agreement, Contractor will promptly (a) return Agreement to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify extent such Person could be reasonably expected to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach require knowledge of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement tax structure or tax treatment of posting a bond, in addition to its other remedies at lawthis Agreement for bona fide tax preparation purposes.

Confidential Information. During You agree to preserve and protect the Term and at all times thereafter, Contractor will: (a) hold confidentiality of all Confidential Information (as defined below), which you acknowledge is the sole and exclusive property of the Company. You agree that you will not, at any time during your term of employment or thereafter, make any unauthorized disclosure of Confidential Information, or make any use thereof, except, in strict trust each case, in the carrying out of your responsibilities to the Company. You further agree to preserve and confidence, (b) refrain from using protect the confidentiality of all confidential information of third parties provided to the Company by such third parties with an expectation of confidentiality. You shall use commercially reasonable efforts to cause all persons or permitting others entities to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose whom any Confidential Information shall be disclosed by you hereunder to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder preserve and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information confidentiality of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request You shall have no obligation hereunder to keep confidential any Confidential Information if and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE orextent disclosure thereof is specifically required by applicable laws; provided, if however, that in the event disclosure is required by applicable laws and you are making such disclosure, you shall provide the Company with prompt notice of such requirement prior to making any such disclosure to the extent practicable and not legally prohibited, so directed by that the JBECompany may seek an appropriate protective order at the Company’s sole cost and expense. Notwithstanding anything to the contrary contained herein, destroy all you will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of Confidential Information that is made (i) in every form and medium)confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (bii) certify solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company’s Confidential Information to your attorney and use the JBE Confidential Information in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for court proceeding if you (A) file any breach of Contractor’s obligations document containing the trade secret under this sectionseal; and (B) do not disclose the Confidential Information, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled except pursuant to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawcourt order.

Confidential Information. During 8.1 GDSC agrees to regard and preserve as confidential all information related to the Term business and activities of MON, the MON Affiliates and their respective customers, clients, suppliers and other entities with whom MON does business, that may be obtained by GDSC as a result of this Agreement (the "MON Confidential Information"). GDSC agrees to hold the MON Confidential Information in trust and confidence for MON, take such precautions (but no less than reasonable precautions) to protect the confidentiality of the MON Confidential Information and not to disclose the MON Confidential Information to any person, firm or enterprise, or use (directly or indirectly) the MON Confidential information for its own benefit or the benefit of any other party, unless authorized by MON in writing; provided, however, that it may disclose the MON Confidential Information to GDSC's employees, agents, contractors and advisors who need to know the MON Confidential Information to enable GDSC to perform its obligations and exercise its rights under this Agreement, who are advised of the confidential and proprietary nature of the MON Confidential Information and who are either subject to written nondisclosure obligations no less restrictive than those contained in this Agreement or who are otherwise subject to a duty of loyalty and confidentiality to GDSC. Further, with respect to MON Confidential Information which GDSC obtains, controls or otherwise possesses in connection with its provision of the Services hereunder, GDSC agrees to undertake security measures, at all times thereaftera minimum to the extent that GDSC would provide security for the GDSC Confidential Information, Contractor willto: (a) hold safeguard all MON Confidential Information digitally stored on any systems under the control or in strict trust and confidence, the possession of InterDent; (b) refrain from using or permitting others to use safeguard the physical integrity and condition of media in GDSC's control containing such digitally stored MON Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and Information; (c) refrain from disclosing or permitting others within sixty (60) days of the Effective Date, restrict access to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose digitally stored MON Confidential Information only to MON, its designated employees or contractors who need to know that information in order to perform Services hereunder and/or its authorized employees (except as otherwise permitted by this Section); and who have executed a confidentiality agreement with Contractor at least as protective as the provisions (d) prevent unauthorized use and disclosure of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the such digitally stored MON Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of by any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawthird party.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBECourt’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE Court owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Court promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Court to protect such Confidential Information. .Upon the JBECourt’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Court or, if so directed by the JBECourt, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Court in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Court shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Seller shall not, without the Term prior written consent of Purchaser, in any way or manner, make known, divulge or communicate any Confidential Information, or any information concerning Goods specified herein and at all times thereaftermanufactured in accordance with such Confidential Information, Contractor will: to any third party except as provided herein. All Confidential Information remains the sole and exclusive property of Purchaser. Seller will limit dissemination of any such Confidential Information (a) hold all Confidential Information in strict trust within its own organization to individuals whose duties justify the need to know such information and confidence, (b) refrain from using to such subsuppliers and/or subcontractors of S xxxxx, required in Seller’s performance, necessarily requiring any such Confidential Information, and then only provided that there is a clear understanding by such Persons of their ob ligation to maintain the confidential status of such information and a written agreement to do the same. Seller shall be responsible for any disclosure or permitting others to use misuse of Confidential Information by any Person to whom or to which Seller makes Confidential Information available. Seller shall not employ any Confidential Information for its own use nor for any third party (other than as designated by Purchaser in any manner or writing) nor for any purpose not expressly permitted by whatsoever except in the performance of this AgreementPurchase Order. Seller shall use at least the same degree of care in safeguarding Confidential Information as it uses in safeguarding its own comparable information, and (c) refrain from disclosing or permitting others but in no event less than a reasonable degree of care. If Seller becomes legally compelled to disclose any Confidential Information, Seller may disclose such Confidential Information to any third party without obtaining the JBEextent legally required; provided, however, that Seller shall first notify Purchaser in writing of such requirement so that Purchaser may seek a protective order or similar remedy. Upon request by Xxxxxxxxx, Seller shall promptly, at Purchas er’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only option and Seller’s expense (i) return to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns Purchaser all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request retain no copies, and upon any termination (ii) erase or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE confirm in writing that Contractor it has fully complied with done so, in each case to the foregoing obligationsextent requested by Purchaser. Contractor Xxxxxx also agrees to not disclose to Purchaser any information of any type whatsoever which Seller is prohibited, contractually or otherwise, from disclosing. Seller acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionSection may cause immediate and irreparable harm to Purchaser for which money damages would be inadequate and that, that any such breach will likely result in irreparable harmaccordingly, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bondPurchaser may, in addition to its all other remedies at lawremedies, seek injunctive relief for any breach by Seller of this Section without pro of of actual damages and without the posting of bond or other security.

Confidential Information. During Agent acknowledges that FEG may provide Agent with proprietary or non-public information and reports relating to Agent’s sales activity, other Agents, including downline reports, FEG products, FEG events and seminars, or FEG customers (“Confidential Information”). Confidential Information shall include, but not be limited to, reports and compilations generated by FEG that are made available to Agent, contact and earnings information of other Agents, sales information, forecasts, projections or other materials furnished or prepared by FEG for Agent’s use. Agent acknowledges that FEG is the Term sole owner of any and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others provided to use Confidential Information in any manner or for any purpose not expressly permitted by Agent pursuant to this Agreement. In this regard, and Agent shall: (ci) refrain from disclosing not directly or permitting others to disclose indirectly divulge, disclose, disseminate, distribute, license, sell, use or otherwise make known any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose or person or entity not expressly authorized or permitted by FEG to receive such Confidential Information; (ii) use best efforts to prevent disclosure of any Confidential Information only to its employees any third party and exercise the highest degree of care and discretion in accordance with all express duties hereunder to prevent the same; and (iii) not directly or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as indirectly make any use whatsoever of the provisions Confidential Information, except for purposes of this section. The provisions of this section shall survive the expiration or termination of performing services under this Agreement. Contractor will The parties each acknowledge that the restrictions in this paragraph are reasonable efforts of FEG to protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in maintain the Confidential Information. Contractor will notify The obligation of Agent regarding confidentiality shall survive for so long as FEG may, in its sole discretion, consider the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Informationbe confidential. Upon the JBE’s request and upon any termination Agent shall not directly or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all indirectly utilize Confidential Information (in every form and medium)connection with any other business or commercial venture or the marketing or promotion of another company’s products or services. Similarly, and (b) certify Agent shall not directly or indirectly utilize Confidential Information to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach solicit other Agents or threatened breach of the confidentiality obligations, the JBE shall be entitled customers to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawjoin another direct sales company or purchase products or services from another company.

Confidential Information. During In the Term context of their business relationship, the Parties shall grant each other access to certain information and at all times thereaftermaterials, Contractor will: including, but not limited to, the business, source codes, trade and business secrets, know-how, data and products of the other Party, that are confidential and of substantial value to such Party (a) hold all the "Confidential Information"); such value would be impaired if such Confidential Information in strict trust is disclosed to third parties. The Parties shall maintain and confidence, (b) refrain from using or permitting others to use protect the confidentiality of Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its in which they protect their own confidential or proprietary information Confidential Information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title Parties will take necessary precautions to protect and interest in maintain the confidentiality and non-disclosure of Confidential Information. Contractor will notify the JBE promptly upon learning of Notwithstanding any unauthorized disclosure or use of other provision hereof, Confidential Information shall not include any information that: (i) is or subsequently becomes public domain through no fault of the disclosing Party; (ii) is already known to the disclosing Party at the time of its disclosure; (iii) is rightfully received by the disclosing Party from a third party without restriction on disclosure; (iv) has demonstrably been developed independently by the disclosing Party. The Parties' confidentiality obligation shall survive the end of the Parties' business relationship and continue for an additional 5 years. Warranty ShapeDiver warrants that the Services are performed according to best industry standards and that the Customization and/or Individual Software will cooperate fully fulfill the functions described in the Confirmed Specification. SHAPEDIVER ONLY ISSUES THE WARRANTIES EXPRESSLY REFERRED TO HEREIN. SHAPEDIVER DISCLAIMS ALL OTHER WARRANTIES, CONFIRMATIONS, GUARANTEES AND REPRESENTATIONS IN RESPECT OF THE CUSTOMIZATION AND/OR INDIVIDUAL SOFTWARE TO THE EXTENT PERMITTED BY LAW. ANY RECOMMENDATION ISSUED OR INFORMATION PROVIDED BY THE LICENSOR SHALL CONSTITUTE A WARRANTY TOWARD THE LICENSEE ONLY IF EXPRESSLY AGREED AS SUCH. For the purpose of asserting a warranty, the Customer shall (i) immediately provide to ShapeDiver at xxxxxxx@xxxxxxxxxx.xxx a detailed description of the defect; and (ii) make available to ShapeDiver all documents and information necessary to remedy the defect. If there actually is a defect, ShapeDiver will use reasonable efforts to remedy such defect within a reasonable period of time. The warranty period shall expire 3 months after performance of the Services and/or delivery of the Customization and/or Individual Software. Any assumption of deficiency under Section 924 of the Austrian Civil Code [ABGB] is expressly excluded. Limitation of Liability SHAPEDIVER IS ONLY LIABLE FOR ANY DAMAGE CAUSED BY INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE. ANY LIABILITY FOR DAMAGE CAUSED BY SLIGHT NEGLIGENCE IS EXPRESSLY EXCLUDED. SHAPEDIVER DISCLAIMS ANY LIABILITY FOR ANY INDIRECT DAMAGE, LOST PROFIT, CONSEQUENTIAL DAMAGE AND NON-MATERIAL DAMAGE OF ANY KIND. THIS LIMITATION OF SHAPEDIVER'S LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. ANY CLAIM AGAINST SHAPEDIVER SHALL BE ASSERTED (I) WITHIN 3 MONTHS OF THE CUSTOMER BECOMING AWARE OF DAMAGE, OTHERWISE THE CLAIM SHALL BE FORFEITED; AND (II) ONLY AGAINST SHAPEDIVER, EXCLUDING ANY PERSONAL LIABILITY OF ALL REPRESENTATIVES, EMPLOYEES AND SUB-CONTRACTORS OF SHAPEDIVER. IRRESPECTIVE OF THE LEGAL GROUND OF ANY CLAIM, ANY LIABILITY OF SHAPEDIVER TO THE CUSTOMER IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED THE SUM TOTAL OF PAYMENTS SHAPEDIVER RECEIVED IN AGGREGATE FOR PROVIDING THE RESPECTIVE SERVICE. Data Privacy The Parties agree to observe any applicable data privacy provisions in connection with the JBE provision of Services hereunder and shall ensure compliance with such provisions by their representatives, employees and any third party attributable to protect such Confidential Informationthem. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly ShapeDiver's privacy policy (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and mediumavailable at xxxxx://xxxxxxxxxx.xxx/privacy/), as amended from time to time, is hereby incorporated by this reference and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach made an integral part of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawthese Conditions.

Confidential Information. During Seller shall not, without the Term prior written consent of Purchaser, in any way or manner, make known, divulge or communicate any Confidential Information, or any information concerning Goods specified herein and at all times thereaftermanufactured in accordance with such Confidential Information, Contractor will: to any third party except as provided herein. All Confidential Information remains the sole and exclusive property of Purchaser. Seller will limit dissemination of any such Confidential Information (a) hold all Confidential Information in strict trust within its own organization to individuals whose duties justify the need to know such information and confidence, (b) refrain from using to such subsuppliers and/or subcontractors of Seller, required in Seller’s performance, necessarily requiring any such Confidential Information, and then only provided that there is a clear understanding by such Persons of their obligation to maintain the confidential status of such information and a written agreement to do the same. Seller shall be responsible for any disclosure or permitting others to use misuse of Confidential Information by any Person to whom or to which Seller makes Confidential Information available. Seller shall not employ any Confidential Information for its own use nor for any third party (other than as designated by Purchaser in any manner or writing) nor for any purpose not expressly permitted by whatsoever except in the performance of this AgreementPurchase Order. Seller shall use at least the same degree of care in safeguarding Confidential Information as it uses in safeguarding its own comparable information, and (c) refrain from disclosing or permitting others but in no event less than a reasonable degree of care. If Seller becomes legally compelled to disclose any Confidential Information, Seller may disclose such Confidential Information to any third party without obtaining the JBEextent legally required; provided, however, that Seller shall first notify Purchaser in writing of such requirement so that Purchaser may seek a protective order or similar remedy. Upon request by Purchaser, Seller shall promptly, at Purchaser’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only option and Seller’s expense (i) return to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns Purchaser all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request retain no copies, and upon any termination (ii) erase or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE confirm in writing that Contractor it has fully complied with done so, in each case to the foregoing obligationsextent requested by Purchaser. Contractor Xxxxxx also agrees to not disclose to Purchaser any information of any type whatsoever which Seller is prohibited, contractually or otherwise, from disclosing. Seller acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionSection may cause immediate and irreparable harm to Purchaser for which money damages would be inadequate and that, that any such breach will likely result in irreparable harmaccordingly, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bondPurchaser may, in addition to its all other remedies at lawremedies, seek injunctive relief for any breach by Seller of this Section without proof of actual damages and without the posting of bond or other security.

Confidential Information. During The Consultant agrees that any information received by the Term Consultant during any furtherance of the Consultant’s obligations in accordance with this agreement, which concerns the personal, financial or other affairs of the Client will be treated by the Consultant in full confidence and at will not be revealed to any other persons, firms or organizations without the Client’s written consent. Pursuant to Idaho Code § 74-101, et seq., information or documents received from the Consultant may be open to public inspection and copying unless exempt from disclosure. The Consultant shall clearly designate each portion as “exempt” on each page of such documents and shall indicate the basis for such exemption. Client will not accept the marking of an entire document as exempt. In addition, Client will not accept a legend or statement on one page that all, or substantially all, of the document is exempt from disclosure. The Consultant shall indemnify and defend Client against all times thereafterliability, Contractor will: (a) hold claims, damages, losses, expenses, actions, attorneys’ fees, and suits whatsoever for honoring such a designation or for the Consultant’s failure to designate individual documents as exempt. The Consultant’s failure to designate as exempt any document or portion of a document that is released by Client shall constitute a complete waiver of any and all claims for damages caused by any such release. Any reproduction of any Confidential Information in strict trust of the Consultant shall remain the property of Consultant and confidence, (b) refrain from using shall contain any and all confidential or permitting others to use Confidential Information in any manner proprietary notices or for any purpose legends which appear on the original. The Client shall not expressly permitted by this Agreement, and (c) refrain from disclosing disclose or permitting others to disclose reveal any Confidential Information to any third party without obtaining person other than its representatives who are actively and directly participating in the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only activities related to its employees the intent of this agreement or contractors who otherwise need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in for the same manner as Contractor protects its own confidential or proprietary information purpose of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration intent of this Agreementagreement. In addition, Contractor will promptly (a) return prior to any such disclosure, such representatives shall be made aware of the JBE or, if so directed confidential nature of the confidential information and shall be bound by the JBEnon-disclosure terms of this agreement. In any event, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can Client shall be no adequate remedy at law responsible for any breach of Contractor’s obligations under this section, that these terms by any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of its representatives. The confidential nature of the confidentiality obligationsprovided services and information does not terminate with this agreement. If sunshine laws require the disclosure of Confidential Information, it is understood by the JBE shall Consultant that this information will be entitled to appropriate equitable relief, without shared as the requirement of posting a bond, in addition to its other remedies at lawlaw dictates and is necessary.

Confidential Information. During Consultant shall (i) treat all proprietary or confidential information about or relating to the Term Company, HDHC, or any of their respective Affiliates (“Confidential Information”) as confidential, preserve the confidentiality thereof and at not disclose any Confidential Information, and (ii) use all times thereafterreasonable efforts to cause its employees, Contractor will: contractors, officers, directors, managers, advisors and other representatives (aif any) hold to treat all Confidential Information in strict trust as confidential, preserve the confidentiality thereof and confidence, (b) refrain from using or permitting others to not disclose any Confidential Information. Consultant shall not use the Confidential Information in of the Company, HDHC or any manner or of their respective Affiliates for any purpose not expressly permitted by other than in connection with the performance of Consultant’s obligations under this Agreement. If Confidential Information is disclosed or used in violation of this Section 4.1, Consultant shall immediately notify the Company and HDHC in writing and take all reasonable steps required to prevent further disclosure. In addition to all other remedies available to the Company and HDHC at law or in equity, Consultant agrees that the Company, HDHC and their respective Affiliates shall be entitled to equitable relief, including injunctive and specific performance, in the event of any breach of this Section 4.1. If Consultant is requested or required (cby oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) refrain from disclosing or permitting others is required by operation of law to disclose any Confidential Information to any third party without obtaining Information, Consultant shall provide the JBE’s express prior Company and HDHC with prompt written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees notice of such request or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor requirement, which notice shall, if practicable, be at least as five (5) business days prior to making such disclosure, so that the Company or HDHC may seek a protective as order or other appropriate remedy and/or waive compliance with the provisions of this sectionSection 4.1. The provisions If, in the absence of this section shall survive a protective order or other remedy or the expiration or termination receipt of this Agreement. Contractor will protect such a waiver, Consultant is nonetheless, in the opinion of its counsel, legally compelled to disclose Confidential Information, then Consultant may disclose that portion of the Confidential Information from unauthorized usewhich such counsel advises is legally required to be disclosed, accessprovided that, or disclosure in Consultant uses reasonable efforts to preserve the same manner as Contractor protects its own confidential or proprietary information confidentiality of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration For purposes of this Agreement, Contractor will promptly “Affiliate” of a person means any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person. The term “control” (aincluding the terms “controlled by” and “under common control with”) return to means the JBE orpossession, if so directed by the JBEdirectly or indirectly, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligationspower to direct or cause the direction of the management and policies of a person, whether through the JBE shall be entitled to appropriate equitable reliefownership of voting securities, without the requirement of posting a bond, in addition to its other remedies at lawby contract or otherwise.

Confidential Information. During You acknowledge and agree that by virtue of your position and involvement with the Term business and at affairs of the Bank, you will develop substantial expertise and knowledge with respect to all times aspects of the Banks’ business, affairs and operations and will have access to all significant aspects of the business and operations of the Bank and to Confidential and Proprietary Information, as defined below. You agree that, during the term of employment and thereafter, Contractor willunless otherwise authorized by the Bank in writing, you shall not, directly or indirectly, under any circumstance: (ai) hold all Confidential Information disclose to any other person or entity (other than in strict trust and confidence, (bthe regular course of business of the Bank) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information and Proprietary Information, other than pursuant to any third party without obtaining applicable law, regulation or subpoena or with the JBE’s express prior written consent on a case-by-case basisof the Bank; (ii) act or fail to act so as to impair the confidential or proprietary nature of any Confidential and Proprietary Information; (iii) use any Confidential and Proprietary Information other than for the sole and exclusive benefit of the Bank; or (iv) offer or agree to, or cause or assist in the inception or continuation of, any such disclosure, impairment or use of any Confidential and Proprietary Information. Contractor will disclose Following your term of employment, you shall return all documents, records and other items containing any Confidential and Proprietary Information only to its employees the Bank (regardless of the medium in which maintained or contractors who need stored). The parties agree that nothing in this agreement shall be construed to know that information in order to perform Services hereunder limit or negate the common law of torts, confidentiality, trade secrets, fiduciary duty and who have executed a confidentiality agreement obligations where such laws provide the Bank with Contractor at least as protective as any broader, further or other remedy or protection than those provided herein. Because the breach of any of the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor agreement will protect the Confidential Information from unauthorized use, access, or disclosure result in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, immediate and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return irreparable injury to the JBE or, if so directed by Bank for which the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no Bank will not have an adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligationslaw, the JBE Bank shall be entitled to appropriate equitable relief, without the requirement of posting a bondentitled, in addition to its all other remedies at lawrights and remedies, to seek a degree of specific performance of the restrictive covenants contained in this agreement and to a temporary and permanent injunction enjoining such breach, without posting bond or furnishing similar security.

Confidential Information. During the Term Each Seller shall, and at all times thereaftershall cause its Subsidiaries, Contractor will: (a) officers, directors, agents and representatives to, hold all in strict confidence and not to disclose to any other Person, any Business Confidential Information, directly or indirectly, or otherwise use any Business Confidential Information for its or their own purpose or for the benefit of any Person other than Buyer at Buyer’s request, unless such disclosure (w) is made prior to Closing and in strict trust and confidencethe ordinary course of business consistent with past practice, (bx) refrain from using has been authorized in writing by Buyer, (y) is necessary to permit Sellers to continue to provide access to the electronic data room containing information regarding the Business to Persons having access to such data room on the date hereof in accordance with Section 3.06 hereto, or permitting others (z) after entry of the Bidding Procedures Order and before Closing, is made to use Confidential Information a Qualified Bidder (as defined in the Bidding Procedures Order) in accordance with the Bidding Procedures Order. If Sellers or any manner or for any purpose not expressly permitted of their representatives are required by this Agreement, and (c) refrain from disclosing or permitting others Law to disclose any Business Confidential Information, Sellers shall provide Buyer with prompt written notice, unless notice is prohibited by Law, of any such request or requirement so that Buyer may seek a protective order or other appropriate remedy. If, failing the entry of a protective order, Sellers are, based on the advice of their counsel, legally required to disclose such Business Confidential Information, Sellers may disclose that portion of Business Confidential Information that counsel advises that Sellers are legally required to any third party without obtaining disclose and will exercise reasonable best efforts to obtain assurance to the JBE’s express prior written consent on a case-by-case basis. Contractor extent possible that confidential treatment will disclose be accorded to that portion of Business Confidential Information only that is being disclosed. In any event, Sellers will not oppose action by Buyer to its employees obtain an appropriate protective order or contractors who need to know other reliable assurance that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor confidential treatment will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the be accorded Business Confidential Information. Contractor will notify Notwithstanding anything in this Agreement to the JBE promptly upon learning of contrary, except as expressly set forth in Section 3.07 hereto, nothing in this Agreement shall in any unauthorized disclosure or way restrict the use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination Residuals by Sellers or expiration of this Agreementtheir respective Subsidiaries, Contractor will promptly (a) return to the JBE orofficers, if so directed by the JBEdirectors, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach agents or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawrepresentatives.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold Employee represents that Employee has been informed that it is the policy of Company to maintain as secret all Confidential Information in strict trust (as defined below) relating to Company, and confidence, (b) refrain from using or permitting others to use Employee further acknowledges that such Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, is of great value to Company and (c) refrain from disclosing or permitting others that Company has taken all reasonable steps to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information confidentiality of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor Employee recognizes that, by reason of Employee’s employment with Company during the Employment Period, Employee has acquired and will notify the JBE promptly upon learning of any unauthorized disclosure or use of acquire Confidential Information and will cooperate fully with the JBE as aforesaid. Employee confirms that it is reasonably necessary to protect Company’s goodwill and its ability to compete in a highly competitive field and, accordingly, Employee hereby agrees that, at all times after the Effective Date, Employee will not, directly or indirectly, at any time during Employee’s employment with Company or after the Termination Date divulge to any person or entity, other than Company, or use, or cause or authorize any person or entity to use, any such Confidential Information. Upon The foregoing will not prohibit disclosure of Confidential Information as required by law or regulation, including, but not limited to, those of the JBE’s request United States Securities and upon Exchange Commission and the rules of any termination exchange, quotation system and/or self-regulatory organization on which or expiration with which the securities of this AgreementCompany or any subsidiary or affiliate are quoted, Contractor will promptly (a) return listed and/or traded, as the case may be; provided that if Employee is required to make a disclosure pursuant to the JBE orforegoing, if so directed by the JBE, destroy all Confidential Information (in every form Employee shall give Company prompt written notice thereof and medium), and (b) certify cooperate with Company’s efforts to the JBE in writing that Contractor has fully complied with seek a protective order. Neither the foregoing obligations. Contractor acknowledges nor anything else herein shall prohibit Employee from reporting possible violation of federal or state law or regulations to any governmental agency or self-regulatory organization, or making other disclosures that there can be no adequate remedy at are protected under whistleblower or other provisions of applicable federal or state law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawregulations.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBECourt’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors Contractor Personnel who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE Court owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Court promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Court to protect such Confidential Information. Upon the JBECourt’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Court or, if so directed by the JBECourt, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Court in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Court shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law. Publicity. Contractor shall not make any public announcement or press release about this Agreement without the prior written approval of the Court.

Confidential Information. During In connection with the Term and at all times thereafterrendering of the Work, Confidential Information, as defined herein, may be discovered by or disclosed to Contractor. Contractor will: (a) hold agrees to treat all Confidential Information in strict with the highest duty of trust and confidenceimposed upon a fiduciary, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose or allow access to any Confidential Information to any third party without obtaining person (including employees of Contractor, except as necessary to perform the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Work), to refrain from using Confidential Information only for purposes other than the performance of the Work or as otherwise directed by Owner, to its employees or contractors who need to know that information in order refrain from reproducing any Confidential Information except as necessary to perform Services hereunder the Work, and who have executed a confidentiality agreement with Contractor at least as protective as to return to Owner all documents and other materials containing Confidential Information immediately upon Owner's request and in any event upon the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect Master Contract or completion of the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligationsWork. Contractor acknowledges that there can be no Owner will not have an adequate remedy at law under any Laws for any breach of Contractor’s the foregoing provisions, and that, accordingly, Owner may obtain injunctive relief or a decree of specific performance directing Contractor to cure any such breach and to refrain from further actions that would constitute such a breach. Contractor acknowledges and agrees that its obligations under this section, Paragraph 59 and all other confidentiality provisions of this Master Contract are as a fiduciary to Owner and that any such release of information by Contractor contrary to these confidentiality provisions shall be subject to all remedies and damages available to Owner under all Laws and equity for breach will likely result in irreparable harm, of fiduciary duty. "Confidential Information" means any and all information (and any and all documents or other media or materials containing information) that is: (a) not publicly available and that upon any breach pertains to Owner or threatened breach of the confidentiality obligationsProject, the JBE shall be entitled whether or not such information is expressly labeled or described as confidential; (b) expressly labeled or described as confidential; and/or (c) generated by Contractor pursuant to appropriate equitable reliefthis Master Contract, including without the requirement of posting a bondlimitation, in addition to its all reports, maps, surveys, drawings, computations, etchings, sketches, tracings, drafts and all other remedies at laworiginal documents.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all The Licensee agrees not to use any Confidential Information in strict trust and confidence, (b) refrain from using or permitting others except for the purposes of exercising the Licensee’s rights granted pursuant to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement. Unless expressly authorized by Licensor, and (c) refrain from disclosing or permitting others to Licensee will not disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only Information, other than to its employees or contractors who need to and consultants on a need-to-know that information in order to perform Services hereunder basis and who have executed a are bound in writing by confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of obligations no less restrictive than those contained in this Agreement. Contractor The Licensee shall be responsible for any breach of the confidentiality obligations by any of its employees and consultants. Disclosure may also be made if required by applicable law or proper legal, governmental or other competent authority, provided that in such case the Licensor hereto shall be notified sufficiently in advance of such requirement so that it may seek a protective order (or equivalent) with respect to such disclosure. The Licensee agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information from unauthorized use, access, or disclosure in not authorized under this Agreement employing at least the same manner as Contractor protects highest degree of care that it utilizes to protect its own confidential or proprietary information of a similar nature, and with but in no event less than the greater a reasonable degree of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will Licensee agrees to notify the JBE promptly upon learning Licensor in writing of any unauthorized disclosure misuse or use misappropriation of Confidential Information which may come to its attention. The Licensee acknowledges and agrees that monetary damages would be inadequate to compensate Licensor for any breach by Licensee or any of Licensee’s employees or consultants of the provisions under this Section 8, and that in addition to any other remedies that may be available at law, in equity or otherwise, Licensor will cooperate fully with have the JBE right to protect such Confidential Informationenforce this Agreement and any of its provisions by seeking an injunction, specific performance and/or other equitable relief. Upon The forgoing commitments of the JBE’s request and upon Licensee shall survive any termination or expiration of this Agreement, Contractor will promptly and shall continue for a period commencing the date of this Agreement and ending upon ten (a10) return to years after the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach termination of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawAgreement.

Confidential Information. In the course of my assignment at Allscripts, I may handle or have access to Confidential Information. Such Confidential Information may include personal information of Allscripts’ employees or customers that is required to be kept confidential to protect the privacy of the individuals to whom the information relates. Confidential Information also includes, without limitation, any data, computer software, invention, design, idea, concept, specification, formula, device, equipment, marketing or other strategic plans, internal processes, documents or materials, pricing policies, customer lists, and any other information which, in any way whatsoever, is a trade secret or confidential or proprietary in nature and which belongs to Allscripts or its partners, affiliates, and vendors, or is in the possession of Allscripts or any client or customer of Allscripts. During the Term my course of assignment and at all times thereafter, Contractor will: (a) I will hold all Confidential Information in strict trust and confidence, (b) refrain from using and I will not use, disclose, communicate or permitting others convey, or allow to use be used, disclosed, communicated or conveyed, directly or indirectly, any such information, except as may be necessary in the performance of my duties. I understand that unauthorized disclosure could be highly damaging to Allscripts, its clients, employees, affiliates, or vendors. As such, I agree to:  Treat all Confidential Information in any a secret and confidential manner or for any purpose not expressly permitted and comply with all applicable procedures established by this Agreement, Allscripts with respect to maintaining the secrecy and (c) refrain from disclosing or permitting others to disclose any confidentiality of Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Information; and  Use Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder as necessary and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure proper in the same manner performance of my duties at Allscripts; and  Provide such reasonable assistance as Contractor protects its own confidential or proprietary information of a similar naturemay be required by Allscripts, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the effort to maintain the secrecy and confidentiality of Confidential Information. Contractor  I will notify the JBE promptly upon learning of not allow any unauthorized disclosure person or use persons to inspect or have access to any document that is of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration a confidential nature, regardless of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium)media format, and (b) certify I will report any unauthorized access to the JBE in writing my supervisor/manager as soon as I become aware that Contractor such an incident has fully complied with the foregoing obligationsoccurred. Contractor acknowledges that there can be no adequate remedy at law for  I will not remove any breach records containing confidential information from Allscripts unless authorized to do so by my supervisor/manager and I will return such records to Allscripts upon termination of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach employment or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawas requested by my supervisor/college administrator.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold Information. RDI, Ray X. Xxsoxxx, Xxctxx Xxxxxx, Xx. xxx Chrixxxxx XxXxxxxxx (xxch individuals hereinafter referred to as the "Restricted Individuals") acknowledge and agree that all non-public information relating to STC's customers, prospective customers, distributors, prospective distributors, carriers, suppliers and other business partners, trade secrets, business plans, sales and marketing strategies, contracts, technologies and processes, software, products, services, product development activities, procurement and sales records, promotion and pricing information, financial data, and other proprietary data and information of STC, whether known to RCI prior to or during the term of this Agreement (collectively, "Confidential Information") are valuable, special and unique assets of STC. Confidential Information shall not include information in strict trust the public domain, information independently developed by RDI, and confidence, (b) refrain information properly obtained by RDI from using or permitting others a third-party not bound by confidentiality obligations. RDI and the Restricted Individuals acknowledge that their access to use and knowledge of the Confidential Information is essential to the performance of RDI's duties for STC. RDI and the Restricted Individuals represent and agree that, except as specifically authorized in any manner writing by STC or for any purpose not expressly permitted by this Agreementin connection with the performance of its duties hereunder, RDI and the Restricted Individuals will not, either during or after the term hereof (ci) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose person or entity for any purpose whatsoever, or (ii) make use of any Confidential Information only for its own purposes or for the benefit of any other person or entity, other than STC. RDI and the Restricted Individuals acknowledge that all Confidential Information will at all times be subject to its employees or contractors who need the control of STC, and RDI and the Restricted Individuals agree to know that information surrender and return the same to STC upon request of STC, and in order to perform Services hereunder any event will surrender and who have executed a confidentiality agreement with Contractor at least as protective as return such no later than the provisions termination of this sectionAgreement for any reason. The provisions obligations of this section Section 5(a) shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner except as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (alimited by Section 7(b) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawbelow.

Confidential Information. During the Term Seller shall treat and at all times thereafter, Contractor will: (a) hold in strict confidence all Confidential Information in strict trust relating to any of the Purchased Assets or the Relevant Operations and confidence, (b) shall refrain from using any such Confidential Information. If Seller is requested or permitting others required pursuant to use Confidential Information written or oral question or request for information or documents in any manner legal proceeding, subpoena or for similar process to disclose any purpose not expressly permitted by Confidential Information, Seller shall notify Buyer promptly of the request or requirement so that Buyer may seek an appropriate protective order or waive compliance with the provisions of this Agreementparagraph. If, and (c) refrain from disclosing in the absence of a protective order or permitting others the receipt of a waiver hereunder, Seller is, on the advice of counsel, compelled to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will tribunal or else stand liable for contempt, Seller may disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized useto the tribunal; provided, accesshowever, that Seller shall first disclose such requirement to Buyer, use its reasonable best efforts, at Buyer’s expense, to obtain an order or disclosure in other assurance that confidential treatment will be accorded to such Confidential Information, and afford Buyer the same manner as Contractor protects opportunity to seeks its own confidential or proprietary information of a similar nature, and protective order with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in respect to the Confidential Information. Contractor will notify the JBE promptly upon learning of The foregoing provisions shall not apply to any unauthorized disclosure or use of Confidential Information and will cooperate fully with which is generally available to the JBE public immediately prior to protect the time of disclosure unless such Confidential Information. Upon Information is so available due to the JBE’s request and upon any termination or expiration actions of Seller in breach of this Agreement, Contractor Agreement or other obligation to Buyer. Seller agrees that an action for damages will promptly (a) return not be adequate to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law compensate Buyer for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of any of the confidentiality obligationsprovisions of this paragraph and, the JBE therefore, Buyer shall be entitled to appropriate equitable reliefseek injunctive relief (which remedy is cumulative with all other remedies), without the requirement necessity of posting a any bond, with respect to any breach or threatened breach of any of the provisions of this paragraph. For purposes of clarity, the foregoing covenants of Seller are in addition to, and not in limitation of, Seller’s obligation hereunder to its other remedies at lawtransfer, sell and assign the Books and Records to Buyer.

Confidential Information. During All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Developer and will not be disclosed or used by Developer except to the Term extent that such disclosure or use is reasonably necessary to the performance of the Development Services. information relating to Developer that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Client and at all times thereafterwill not be disclosed or used by Client except to the extent that such disclosure or use is reasonably necessary to the performance of Client's duties and obligations under this Agreement. These obligations of confidentiality will extend for a period of one (1) year after the termination of this agreement, Contractor will: but will not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation. Warranty and Disclaimer Developer warrants that the Development Services will be provided in a workmanlike manner, and in conformity with generally prevailing industry standards. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. Limitation of Remedies Client's sole and exclusive remedy for any claim against Developer with respect to the quality of the Development Services will be the correction by Developer of any material defects or deficiencies therein, of which Client notifies Developer in writing within thirty (a30) hold all Confidential Information in strict trust days after the completion of that portion of the Development Services. In the absence of any such notice, the Development Services will be deemed satisfactory to and confidenceaccepted by Client. Limitation of Liability In no event will Developer be liable for any loss of profit or revenue by Client, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted other consequential, incidental, indirect or economic damages incurred or suffered by Client arising as a result of or related to the Development Services, whether in contract, tort or otherwise, even if Client has advised of the possibility of such loss or damages. Client further agrees that the total liability of the Developer for all claims of any kind arising as a result of or related to this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any act or omission of Developer, whether in contract, tort or otherwise, will not exceed an amount equal to the amount actually paid by Client to Developer for the Development Services during the twelve (12) month period preceding the date the claim arises. Client will indemnify and hold Developer harmless against any claims by third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees parties, including all costs, expenses and attorneys' fees incurred by Developer therein, arising out of or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement conjunction with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration Client's performance under or termination breach of this Agreement. Contractor Client warrants and represents that it is the rightful owner or licensee of all content that it may provide to Developer for implementation on the web site. Client will protect indemnify and hold Developer harmless against any claims for infringement of intellectual property, including but not limited to infringement of any copyright, trademark, patent or trade secret made against Developer by any third party. Relation of Parties The performance by Developer of its duties and obligations under this Agreement will be that of an independent contractor, and nothing herein will create or imply an agency relationship between Developer and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the Confidential Information from unauthorized useparties. Employee Solicitation/Hiring During the period of this agreement and for twelve (12) months thereafter, accessneither party will directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor, or disclosure in former subcontractor of the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard careother. The JBE owns all right, title terms "former employee" and interest in "former subcontractor" will include only those employees or subcontractors of either party who were employed or utilized by that party on the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration Effective Date of this Agreement. Non-assignment Neither party will assign this Agreement, Contractor in whole or in part, without the prior written consent of the other party. This Agreement will promptly (a) return inure to the JBE orbenefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein. Arbitration Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if so directed any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of Colorado. The arbitration will be held in Colorado. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the JBEArbitrator may be entered in any Court of competent jurisdiction. Severability If any term of this Agreement is found to be unenforceable or contrary to law, destroy all Confidential Information (in every form and medium)it will be modified to the least extent necessary to make it enforceable, and (b) certify the remaining portions of this Agreement will remain in full force and effect. Force Majeure Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the JBE in writing extent that Contractor has fully complied with such delay is caused by events or circumstances beyond the foregoing obligationsdelayed party's reasonable control. Contractor acknowledges that there can be no adequate remedy at law for No Wavier The waiver by any party of any breach of Contractor’s obligations under this section, that covenant will not be construed to be a waiver of any such succeeding breach will likely result or any other covenant. All waivers must be in irreparable harmwriting, and that upon any breach or threatened breach signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the confidentiality obligations, parties hereto. Entire Agreement This Agreement together with any attachments referred to herein constitute the JBE shall be entitled to appropriate equitable relief, without entire agreement between the requirement of posting a bond, in addition parties with respect to its other remedies at lawsubject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by In connection with this Agreement, FiberNet will furnish BHP with all information concerning FiberNet, which BHP reasonably deems appropriate and will provide BHP with access to its officers, directors, employees, accountants, counsel and other representatives (c) refrain from disclosing collectively, the “Representatives”), it being understood that BHP will rely solely upon such information supplied by FiberNet and its Representatives without assuming any responsibility for the independent investigation or permitting others verification thereof. All non-public information concerning FiberNet that is given to BHP will be used solely in the course of the performance of our services hereunder and will be treated confidentially by BHP for so long as it remains non-public. Except as otherwise required by law, BHP will not disclose any Confidential Information information to any third party without obtaining the JBE’s express consent of FiberNet. In the event that FiberNet enters into negotiations with a counterparty regarding a possible Transaction, FiberNet will request such counterparty to furnish BHP with such information that BHP reasonably requests in connection with the performance of its services provided hereunder. BHP will rely solely upon such information supplied by such counterparty without assuming any responsibility for the independent investigation or verification thereof. All non-public information concerning such counterparty that is given to BHP will be used solely in the course of the performance of our services hereunder and will be treated confidentially by BHP for so long as it remains non-public. No advice or opinion rendered by BHP, whether formal or informal, may be disclosed, in whole or in part, or summarized, excerpted from or otherwise referred to without our prior written consent on consent. In addition, BHP may not be otherwise referred to without its prior written consent. BHP is not providing a case-by-case basis. Contractor will disclose Confidential Information only fairness opinion pursuant to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawengagement hereunder.

Confidential Information. During the Term and at all times thereafter, Contractor will: Employee agrees that (a) hold all KRA, in the course of its business, uses, develops and acquires Confidential Information in strict trust and confidenceInformation, (b) refrain from using or permitting others to use such Confidential Information is proprietary to KRA, is a valuable, special and unique asset of KRA, and must be maintained under strict confidentiality, (c) Employee has received, learned of and/or become familiar with, and/or hereafter will have access to, receive, learn of and/or become familiar with, certain Confidential Information, all of which has been or will be done in any manner or for any purpose not expressly permitted confidence in connection with Employee’s employment by this AgreementKRA, and (cd) refrain from disclosing the disclosure and/or use of any Confidential Information, other than for the sole benefit of KRA, is wrongful and would cause irreparable harm to KRA. Employee agrees that Employee shall not, directly or permitting others to disclose indirectly, disclose, release, publish and/or use any Confidential Information at any time during or after Employee’s employment by KRA, except in the performance of Employee’s duties and responsibilities as an employee of KRA. Employee agrees to use all reasonable measures to prevent the unauthorized disclosure and/or use of any third party without obtaining the JBEConfidential Information, including complying with KRA’s express prior written consent on a case-by-case basispolicies and procedures of KRA relating thereto. Contractor will disclose All files, books, records, documents, notes, materials, reports, proposals, agreements, lists, data and other items (whether hard copies or in any computer or electronic form or media) embodying, constituting, and/or containing any Confidential Information only which are in Employee’s possession or control are and shall remain the property of KRA and shall be delivered to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or KRA upon termination of this Agreementemployment. Contractor will protect the Confidential Information from unauthorized use, access, Employee shall not make or disclosure in the same manner as Contractor protects its own confidential retain any copies or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawsummaries thereof.

Confidential Information. During Placement Agent acknowledges and agrees that it will have access to, or become acquainted with, Confidential Information of MDwerks in the Term performance of its duties and at obligations hereunder. For purposes of this Agreement, ‘‘Confidential Information’’ shall mean all times thereafterconfidential, Contractor will: proprietary, or trade secret information, property, or material of MDwerks and any derivatives, portions, or copies thereof, including, without limitation, information resulting from or in any way related to (ai) hold the Offering; (ii) the business practices, plans, intellectual property, proprietary information, formulae, methods, practices, designs, know how, processes and procedures, software, test results, financial information, sales, customers, employees, suppliers, contracts, agreements or relationships of MDwerks; and (iii) any other information or material that MDwerks designates as Confidential Information. Placement Agent shall keep all Confidential Information in strict trust confidence and confidenceshall not, (b) refrain from using or permitting others to use Confidential Information in at any manner time during or for any purpose not expressly permitted by five (5) years after the expiration or earlier termination of this Agreement, without MDwerks’s prior written consent, disclose, publish, disseminate or otherwise make available, directly or indirectly, any item of Confidential Information to anyone. Placement Agent shall use the Confidential Information only in connection with the performance of the Offering and (c) refrain from disclosing or permitting others to for no other purpose. Notwithstanding the obligations set forth above, Placement Agent may disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to of its employees employees, consultants or contractors subcontractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect receive the Confidential Information from unauthorized usein connection with the Offering, accessprovided that Placement Agent shall ensure that, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in prior to disclosing the Confidential Information, each subcontractor, consultant or employee to whom the Confidential Information is to be disclosed is made aware of the obligations contained in this Agreement and agrees to undertake, in a manner legally enforceable by MDwerks, to adhere to such terms of this Agreement as if it were a party to it. Contractor Placement Agent recognizes that its threatened breach or breach of this Section 10 will notify cause irreparable harm to MDwerks that is inadequately compensable in damages and that, in addition to other remedies that may be available at law or equity, MDwerks is entitled to injunctive relief for such a threatened or actual breach of this Section 10. Notwithstanding the JBE promptly upon learning above, Placement Agent shall not have any obligations of confidentiality with respect to any unauthorized disclosure or use portion of Confidential Information and will cooperate fully with which (i) was previously known to the JBE Placement Agent prior to protect receipt from the disclosing party, (ii) is now public knowledge, or becomes public knowledge in the future, other than through acts or omissions of the Placement Agent in violation of this Section 10, or (iii) is lawfully obtained by the Placement Agent from sources independent of the disclosing party who have a lawful right to disclose such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return The Placement Agent may disclose Confidential Information to the JBE orextent such disclosure is reasonably necessary in complying with applicable governmental laws, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach rules or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawregulations or court orders.

Confidential Information. During LICENSEE acknowledges that all information contained in the Term COM and other written communications regarding TEGG and TEGG Services issued by TEGG and in other materials concerning TEGG and TEGG Services and its operation, is confidential and proprietary and agrees to treat and maintain such confidential and proprietary information as TEGG'S property, to use such information only in connection with advertising, promoting, marketing, offering, selling and providing TEGG Services in accordance with this Agreement, and to refrain from copying or reproducing any portion of such information without TEGG'S prior written consent. LICENSEE agrees not to disclose such confidential and proprietary information to others (including its shareholders) during the term of this Agreement or after its expiration or termination, except to LICENSEE'S employees or agents whose job duties require knowledge thereof and LICENSEE'S attorneys, accountants, and other professionals, financing sources and others required to know such information in order for LICENSEE to conduct its business operations in an appropriate fashion, or to the extent reasonably necessary to evaluate the information set forth therein provided LICENSEE remains fully responsible for any disclosure by such individuals. LICENSEE shall require each of its employees to execute at all times thereafterthe time of commencing employment with LICENSEE or at the time of executing this Agreement, Contractor willwhichever is sooner, a Confidentiality Agreement in the form prescribed in the COM as currently revised, requiring them to hold such information in strictest confidence. TEGG shall not be liable to LICENSEE for any current or former LICENSEE'S employee's breach of the Confidentiality Agreement. TEGG shall provide reasonable assistance and cooperation to LICENSEE in LICENSEE'S attempt to enforce a current or former employee's Confidentiality Agreement or to pursue a remedy for breach of the Confidentiality Agreement. Information shall not be deemed to be confidential and/or proprietary pursuant to this Agreement if: (a) hold all Confidential Information in strict trust and confidencesuch information comes into the public domain without breach of this Agreement; or, (b) refrain such information can be shown by the LICENSEE to have been received from a third party without a breach of this Agreement; or, (c) such information can be demonstrated by documentary evidence by the LICENSEE to have been known to it before the execution by the LICENSEE of this Agreement; or (d) disclosure is required by law. LICENSEE shall not be in violation of this Agreement by communicating, divulging or using information or permitting others knowledge which is general or common to use Confidential Information the industry, whether or not said information is learned in any manner or for any purpose not expressly permitted connection with the rights granted by this Agreement. TEGG acknowledges and agrees that during the course of the Agreement between LICENSEE and TEGG, TEGG may obtain from the LICENSEE confidential and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, LICENSEE. TEGG acknowledges and with no less than agrees that during the greater term of reasonable care this Agreement and industry-standard care. The JBE owns all right, title and interest in after the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and mediumInitial Term or any Renewal Term(s), and (b) certify that except as to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionTEGG’S employees or agents whose job or duties require knowledge thereof, that any TEGG shall not disclose such breach will likely result in irreparable harm, confidential and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawproprietary information.

Confidential Information. During 17.1 Disclosures In connection with the Term and at all times thereafterContractor’s performance hereunder, it may be necessary for the Authorized User to disclose to the Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to Information. The Contractor shall not use Confidential Information in any manner or such information for any purpose not expressly permitted by other than the limited purposes set forth in this AgreementContract, and (c) refrain from disclosing or permitting others to all related and necessary actions taken in fulfillment of the obligations thereunder. The Contractor shall hold all such information in confidence, and shall not disclose any Confidential Information such information to any third party without obtaining the JBE’s express prior written consent on persons other than its directors, officers, employees, and agents who have a casebusiness-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who related need to know that have access to such information in order to perform Services hereunder furtherance of the limited purposes of this Contract and who have executed a confidentiality agreement been apprised of, and agree to maintain, the confidential nature of such information in accordance with Contractor at least as protective as the provisions terms of this section. The provisions of this section shall survive the expiration or termination of this AgreementContract. Contractor will protect shall institute and maintain such security procedures as are commercially reasonable to maintain the Confidential Information from unauthorized useconfidentiality of such information while in its possession or control, accessincluding transportation, whether physically or electronically. Contractor shall ensure that all indications of confidentiality contained on or included in any item of such information shall be reproduced by Contractor on any reproduction, modification, or disclosure in the same manner as Contractor protects its own confidential or proprietary information translation of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon If requested by the JBE’s request and upon Authorized User, Contractor shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain such information of the Authorized User, as directed. The Contractor shall maintain all such information for a period of six (6) years from the date of termination or expiration of this AgreementContract, Contractor will promptly (a) and shall thereafter return to the JBE or, if so or destroy said information as directed by the JBEState. 17.2 Indemnification in Event of Contractor Breach; Equitable Relief Contract #505ENT-M17-WICOMPUTER-02 13 of 25 Computer Equipment and Related Services Indemnification: In the event of a breach of this Section by Contractor, destroy all Confidential Information (in every form Contractor shall indemnify, defend and medium)hold harmless the State of Wisconsin and any of its officers, employees, or agents from any claims arising from the acts or omissions of the Contractor, and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionits Subcontractors, that any such breach will likely result in irreparable harmemployees and agents including, but not limited to, disallowances or penalties from federal oversight agencies, and that upon any breach or threatened breach court costs, expenses, and reasonable attorney fees, incurred by the State in the enforcement of the confidentiality obligationsthis Section and, with respect to Personally Identifiable Information, the JBE shall be entitled to appropriate equitable relief, without costs of monitoring the requirement credit of posting a bond, in addition to its other remedies at lawall persons whose Personally Identifiable Information was disclosed.

Confidential Information. During Seller shall not, without the Term prior written consent of Purchaser, in any way or manner, make known, divulge or communicate any Confidential Information, or any information concerning Goods specified herein and at all times thereaftermanufactured in accordance with such Confidential Information, Contractor will: to any third party except as provided herein. All Confidential Information remains the sole and exclusive property of Purchaser. Seller will limit dissemination of any such Confidential Information (a) hold all Confidential Information in strict trust within its own organization to individuals whose duties justify the need to know such information and confidence, (b) refrain from using to such subsuppliers and/or subcontractors of Seller, required in Seller’s performance, necessarily requiring any such Confidential Information, and then only provided that there is a clear understanding by such Persons of their obligation to maintain the confidential status of such information and a written agreement to do the same. Seller shall be responsible for any disclosure or permitting others to use misuse of Confidential Information by any Person to whom or to which Seller makes Confidential Information available. Seller shall not employ any Confidential Information for its own use nor for any third party (other than as designated by Purchaser in any manner or writing) nor for any purpose not expressly permitted by whatsoever except in the performance of this AgreementPurchase Order. Seller shall use at least the same degree of care in safeguarding Confidential Information as it uses in safeguarding its own comparable information, and (c) refrain from disclosing or permitting others but in no event less than a reasonable degree of care. If Seller becomes legally compelled to disclose any Confidential Information, Seller may disclose such Confidential Information to any third party without obtaining the JBEextent legally required; provided, however, that Seller shall first notify Purchaser in writing of such requirement so that Purchaser may seek a protective order or similar remedy. Upon request by Purchaser, Seller shall promptly, at Purchaser’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only option and Seller’s expense (i) return to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns Purchaser all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request retain no copies, and upon any termination (ii) erase or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE confirm in writing that Contractor it has fully complied with done so, in each case to the foregoing obligationsextent requested by Purchaser. Contractor Seller also agrees to not disclose to Purchaser any information of any type whatsoever which Seller is prohibited, contractually or otherwise, from disclosing. Seller acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionSection may cause immediate and irreparable harm to Purchaser for which money damages would be inadequate and that, that any such breach will likely result in irreparable harmaccordingly, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bondPurchaser may, in addition to its all other remedies at lawremedies, seek injunctive relief for any breach by Seller of this Section without proof of actual damages and without the posting of bond or other security.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by For purposes of this Agreement, "Confidential Information" shall be deemed to include all information and (materials with respect to the Company, including, but not limited to, all proprietary information, specifications, models, diagrams, flow charts, videotapes, audio tapes, forms, data structures, graphics, other original works of authorship, product plans, technologies, formulas, trade secrets, trade names or proposed trade names, knowhow, ideas, marketing materials, lists of potential or actual customers, contracts, pricing information, financial information, business plans and strategies, and other financial and intellectual property with respect to the Company. Except as authorized in writing by the Buyer, the Seller shall not disclose, communicate, publish or use for the benefit of itself or any third party any Confidential Information received, acquired, or obtained with respect to the Company. The Seller also agrees that: a) the Confidential Information will be held in confidence by the Seller using the same degree of care, but no less than a reasonable degree of care, as the Seller uses to protect its own confidential information of a like nature; b) it will take such steps as may be reasonably necessary to prevent disclosure of the Confidential Information to others; and c) refrain from disclosing or permitting others in the event the Seller is legally required to disclose any portion of the Confidential Information, the Seller shall promptly notify the Buyer so that the Buyer may take steps to protect its Confidential Information. The obligations of this Section 6 shall terminate with respect to any particular portion of Confidential Information to any which: a) is in the public domain; b) entered the public domain through no fault of the Seller; or c) was rightfully communicated by a third party without obtaining to the JBE’s express prior written consent on a case-by-case basisSeller free of any obligation of confidence. Contractor will disclose Confidential Information only In no event shall the Seller be deemed by virtue hereof to its employees have acquired any right or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in or to the Confidential Information. Contractor will notify The Seller agrees that for a period of five (5) years following the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration date of this Agreement, Contractor it will promptly (a) return use its best efforts to maintain the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach confidentiality of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawConfidential Information.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by For purposes of this Agreement, "Confidential Information" shall be deemed to include all information and (materials with respect to the Companies, including, but not limited to, all proprietary information, specifications, models, diagrams, flow charts, videotapes, audio tapes, forms, data structures, graphics, other original works of authorship, product plans, technologies, formulas, trade secrets, trade names or proposed trade names, knowhow, ideas, marketing materials, lists of potential or actual customers, contracts, pricing information, financial information, business plans and strategies, and other financial and intellectual property with respect to the Companies. Except as authorized in writing by the Buyer, the Seller shall not disclose, communicate, publish or use for the benefit of itself or any third party any Confidential Information received, acquired, or obtained with respect to the Companies. The Seller also agrees that: a) the Confidential Information will be held in confidence by the Seller using the same degree of care, but no less than a reasonable degree of care, as the Seller uses to protect its own confidential information of a like nature; b) it will take such steps as may be reasonably necessary to prevent disclosure of the Confidential Information to others; and c) refrain from disclosing or permitting others in the event the Seller is legally required to disclose any portion of the Confidential Information, the Seller shall promptly notify the Buyer so that the Buyer may take steps to protect its Confidential Information. The obligations of this Section 6 shall terminate with respect to any particular portion of Confidential Information to any which: a) is in the public domain; b) entered the public domain through no fault of the Seller; or c) was rightfully communicated by a third party without obtaining to the JBE’s express prior written consent on a case-by-case basisSeller free of any obligation of confidence. Contractor will disclose Confidential Information only In no event shall the Seller be deemed by virtue hereof to its employees have acquired any right or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in or to the Confidential Information. Contractor will notify The Seller agrees that for a period of five (5) years following the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration date of this Agreement, Contractor it will promptly (a) return use its best efforts to maintain the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach confidentiality of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawConfidential Information.

Confidential Information. During “SofterWare’s Confidential Information” includes the Term Content and at all times thereafter, Contractor will: any other information which (a) hold all Confidential Information in strict trust and confidencegives SofterWare some competitive business advantage, gives SofterWare the opportunity to obtain some competitive business advantage, or the disclosure of which could be detrimental to the interests of SofterWare, or (b) refrain from using which is either (i) marked “Confidential,” “Restricted,” “Proprietary Information,” or permitting others other similar marking, (ii) known to use be considered confidential and proprietary, (iii) is received under circumstances reasonably interpreted as imposing an obligation of confidentiality, or (iv) any confidential transaction data. You will treat all SofterWare Confidential Information as strictly confidential and use the same degree of care to prevent disclosure of SofterWare’s Confidential Information as you would use with respect to your own most confidential and proprietary information, which, under no circumstances, shall be less than the standard of care imposed by state and federal laws and regulations relating to the protection of the information and, in the absence of any manner or for any purpose not legally imposed standard of care, the standard shall be that of a reasonable person under the circumstances. All SofterWare Confidential Information is and shall remain the property of SofterWare, and, except as expressly permitted by provided in this Agreement, and (c) refrain from disclosing no license or permitting others other right in any SofterWare Confidential Information is granted to you. Except as expressly provided in this Agreement, you may not use or disclose any SofterWare Confidential Information to any third party without obtaining the JBESofterWare’s express prior written consent consent, except disclosure to and subsequent uses by your employees and agents on a caseneed-byto-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information basis in order to perform Services hereunder and who fulfill your obligations under this Agreement, provided that those employees or agents have executed a confidentiality agreement with Contractor written agreements restricting use or disclosure of the SofterWare Confidential Information that are at least as protective of SofterWare’s rights to the SofterWare Confidential Information as the provisions of those contained in this sectionAgreement. The provisions of this section shall survive the expiration or On termination of this Agreement. Contractor Agreement or on SofterWare’s written request at any time, you will protect the destroy or return to SofterWare all SofterWare Confidential Information from unauthorized use, access, in your custody or disclosure control. This provision will survive any termination of this Agreement for so long as you have in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the your possession any SofterWare Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: this Agreement it may be necessary for Pavilion to disclose proprietary or confidential information (a) hold all “Confidential Information”). Confidential Information in strict trust includes, without limitation, the Software, including its code, algorithms, logic, design, procedures, internal databases, structure, system, organization, and confidencedocumentation, (b) refrain from using support software, technical knowledge or permitting others ideas and related materials including all intellectual property rights and information about Pavilion’s internal affairs and business, and the terms and conditions of this Agreement. Customer agrees to protect the confidentiality of the Confidential Information, prevent its unauthorized use Confidential Information in any manner or dissemination, use it only for any purpose not expressly permitted by purposes related to the performance of this Agreement, and (c) refrain keep it free and clear of claims, liens and encumbrances. Customer will restrict access to Software and Confidential Information to full-time employees who have a bona-fide need for such access, are under written agreement as part of their employment to protect third party confidential information entrusted to Customer, and have been notified by Customer of the obligations related to Confidential Information imposed under this Agreement. Customer will require each of its employees having access to the Confidential Information to specifically waive any and all rights which Customer or its employees may acquire in the Confidential Information by virtue of any access or use. Customer acknowledges and agrees that Pavilion will have unlimited rights to use, reproduce, and distribute during the term of this Agreement any know-how, ideas, inventions, or trade secrets which are in any way based on, derived from disclosing or permitting others related to disclose Customer’s use of the Software except that such know-how, ideas, inventions, or trade secrets shall not in any event include any Confidential Information to of Customer. Pavilion is entitled, without waiving any third party other rights or remedies, without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know necessity of proving that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor Pavilion has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, or such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. Customer agrees to notify Pavilion immediately of any unauthorized possession, use, or knowledge of any item supplied under this Agreement, will promptly furnish details of such to Pavilion, will assist in addition preventing a recurrence of such unauthorized activity, and will cooperate in any litigation against third parties deemed necessary by Pavilion to protect its proprietary rights. Customer’s compliance with this provision is not a waiver of Pavilion’s right to recover damages or obtain relief against Customer for negligence or intentional harm to its other remedies at lawproprietary rights, or for breach of contractual obligations. Pavilion may enter upon Customer’s premises during Customer’s regular business hours to inspect documents, data and software in order to review compliance with the provisions of this Agreement or to remove Software upon termination of this Agreement.

Confidential Information. During Prior to and during the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by term of this Agreement, Vendor, subcontractor, and their employees may have had or may have access to, or may have been or may be provided with, confidential information of NSU (c) refrain from disclosing or permitting others the “Confidential Information”). Vendor, subcontractor, and their employees shall maintain the Confidential Information on a strictly confidential basis, and shall only use the Confidential Information for the purposes set forth in this Agreement. Vendor, subcontractor, and their employees shall only disclose Confidential Information to its employees on a strictly need to know basis, and shall inform such employees in writing that they must comply with the confidentiality obligations set forth herein. Vendor, subcontractor, and their employees shall not disclose any Confidential Information to any third party without obtaining parties except if required by law to do so, and in such event shall disclose only the JBE’s express prior minimum amount of information necessary to comply with the request. If Vendor, subcontractor, or their employees are required by law to disclose such information, they shall first provide prompt written consent on notice thereof to NSU and allow NSU a case-by-case basisreasonable time to object to such disclosure. Contractor will disclose Vendor shall and shall ensure that its employees, subcontractor and its employees shall treat the Confidential Information only to as it does its own most sensitive confidential and proprietary information, but in no event shall Vendor use less than reasonable care. At the expiration or termination of this Agreement, Vendor shall and shall ensure that its employees, subcontractor and its employees return to NSU all Confidential Information it has obtained. Vendor acknowledges that NSU shall have no adequate remedy at law if Vendor breaches any of its confidentiality obligations, and consequently, in addition to all other available remedies, NSU may obtain injunctive relief without the necessity of posting a bond or contractors who need to know that information proving damages. Vendor's obligations under this Section, and NSU's remedies referenced in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section Section, shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During All information about the Term CTG Business whether furnished before or after the date hereof, whether oral or written, and at all times thereafterregardless of the manner or form in which it is furnished or the storage medium, Contractor will: is referred to in this Agreement as “Confidential Information.” Confidential Information does not include, however, information which (a) hold is or becomes generally available to the public other than as a result of a disclosure by the CAG Parties, their affiliates or their Representatives or (b) becomes available to the CAG Parties after the Closing Date on a nonconfidential basis from a Person other than the LLCs who is not otherwise bound by a confidentiality agreement with the LLCs, or is not otherwise under an obligation to the LLCs not to transmit the information to the CAG Parties. Except as required by applicable securities laws and regulations, each CAG Party agrees to keep all Confidential Information in strict trust confidential and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose or reveal any Confidential Information to any third party without obtaining Person or use any Confidential Information. In the JBE’s express prior written consent on a case-by-case basis. Contractor will event that the CAG Parties are required by applicable law or regulation or by legal process to disclose any other Confidential Information only to its employees or contractors who need to know any other information concerning the CTG Business, the CAG Parties agree that information they will provide Freebird with prompt written notice of such requirement in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as enable Freebird to seek an appropriate protective as the provisions of this sectionorder or other remedy. The provisions CAG Parties will reasonably assist Freebird in connection with any attempt it may make to obtain such order or other remedy. If Freebird fails to obtain such a protective order or other remedy, the CAG Parties shall furnish only that portion of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure which the CAG Parties are advised in the same manner as Contractor protects its own confidential or proprietary information of a similar naturewriting by counsel that it is legally required, and with no less than the greater of CAG Parties shall exercise their reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor best efforts to obtain reliable assurance that confidential treatment will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect be accorded such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return Notwithstanding anything above to the JBE orcontrary in this Section 7.17, if so directed by the JBE, destroy each Person otherwise subject hereto may disclose any and all Confidential Information (in every form and medium), and (b) certify information related to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for U.S. federal, state, local or foreign Tax treatment or Tax structure of any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawContemplated Transactions.

Confidential Information. During Shareholder understands and acknowledges that the Term success of each Milestone Company is dependent upon the secrecy and at all times thereafternon-disclosure of Confidential Information. Therefore, Contractor will: (a) hold during the Restricted Period, Shareholder agrees that Shareholder will not, directly or indirectly, disclose to any Person or assist in disclosing to any Person any Confidential Information of any Milestone Company. When requested by any Milestone Company in writing, Shareholder shall promptly deliver to Milestone and Da-Lite all Confidential Information in strict trust Shareholder’s control and confidencenot retain any copies thereof except Shareholder shall be permitted to retain a copy for personal record keeping as required pursuant to legally mandated document retention policies or for tax reporting purposes; provided, (b) refrain from using or permitting others to use however, that any such retained Confidential Information shall be treated at all times in any manner or for any purpose not expressly permitted by accordance with this Agreement. Shareholder shall not be bound by the terms of this Section 3(e) with respect to particular portions of the Confidential Information to the extent that: (i) disclosure of such information is mutually agreed upon by Shareholder and any Milestone Company in writing; (ii) disclosure or retention of such information is required by law, and rule or regulation or by the order or demand of a court or government agency or authority; or (ciii) refrain from disclosing such information is reasonably necessary by Shareholder to enforce the terms of the Merger Agreement or permitting others any agreements contemplated thereby. In the event that Shareholder is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, or similar process) to disclose any Confidential Information to Information, Shareholder shall provide Milestone and Da-Lite with prompt notice of such request(s) so that each of Milestone and Da-Lite, at its or their expense, may seek an appropriate protective order or other appropriate remedy. Whether or not any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information such protective order or other remedy is obtained, Shareholder may furnish that portion (and only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions portion) of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized usethat Shareholder reasonably believes is legally compelled to disclose; provided, accesshowever, that in no event shall Shareholder oppose any action by any Milestone Company to obtain a protective order or other relief to prevent the disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard caresuch information. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration terms of this Agreement, Contractor will promptly (aSection 3(e) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, are in addition to its the terms of any other remedies at lawconfidentiality and nondisclosure agreement between Shareholder and any Milestone Company.

Confidential Information. During the Term You and at all times thereafter, Contractor will: (a) hold each Owner acknowledge that all Confidential Information in strict trust belongs exclusively to Franchisor. You and confidence, (b) refrain from using or permitting others each Owner agree to use and permit the use of the Confidential Information only in connection with the operation of your Franchised Business, to maintain the confidentiality of all Confidential Information, to not duplicate any manner materials containing Confidential Information. You and each Owner further agree that you will not at any time, during the term of this Agreement or for any purpose not expressly permitted by after expiration or earlier termination of this Agreement, and : (ci) refrain from disclosing or permitting others to disclose divulge any Confidential Information to anyone, except to other franchisees, your employees having a need to know, and your professional advisors having a need to know; (ii) divulge or use any Confidential Information for the benefit of yourself, your owners, or any third party without obtaining (including any person, business entity, or enterprise of any type or nature), except in the JBE’s express prior written consent on a case-by-case basisoperation of your Franchised Business, and then only in strict compliance with the Manual and System; or (iii) directly or indirectly imitate, duplicate, or “reverse engineer” any of our Confidential Information, or aid any third party in such actions. Contractor Upon the expiration or earlier termination of this Agreement, you will disclose return to Franchisor all Confidential Information only which is then in your possession, including, without limitation, customer lists and records, all training materials and other instructional content, all financial and non-financial books and records, the Manual and any supplements to the Manual, and all computer databases, software, and manual. Franchisor reserves the right, upon its employees specific written request, to require you to destroy all or contractors who need certain such Confidential Information and to know certify such destruction to Franchisor. You specifically acknowledge that all customer lists or information adduced by your Franchised Business is not your property, but is Franchisor’s property, and you further agree to never contend otherwise. You shall cause your Designated Manager and any employee with access to Confidential Information, including information contained in order the Manuals, to perform Services hereunder and who have executed sign a confidentiality agreement with Contractor at least in a form prescribed by Franchisor, which identifies Franchisor as protective as the provisions a third-party beneficiary of this sectionsuch agreement and gives Franchisor independent rights of enforcement. The provisions of this section shall Section 14.A will survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by course of performance of this Agreement, Subcontractor and (c) refrain from its respective personnel may have access to Contractor's Confidential Information. “Confidential Information” includes, but is not limited to, technical information, software, client lists, pricing policies, marketing data, business plans, research and development activities, and any other proprietary information that affords or may afford the disclosing party a competitive advantage in the marketplace. Subcontractor agrees not to use or permitting others to disclose any Confidential Information to any third party without obtaining any Confidential Information unless such use or disclosure is authorized by Contractor. Subcontractor must protect the JBE’s express prior written consent on confidentiality of the Confidential Information in the same manner that it protects its own confidential information of similar kind or nature, provided that such protection will not be less than a case-by-case basisreasonable standard of care. Access to the Confidential Information must be restricted to Subcontractor's personnel with a need to know. In the event Subcontractor receives a subpoena or other valid administrative or judicial process or order, requesting or requiring Contractor's Confidential Information, Subcontractor must promptly notify Contractor of such receipt and may, thereafter, comply with such subpoena, process or order to the extent obligated by law. All Confidential Information made available to Subcontractor, or its personnel, including copies, must be returned to Contractor or destroyed upon the first to occur of (a) termination of this Agreement or (b) Contractor's request. Subcontractor is not required to destroy information is is legally obligated to preserve or retain to comply with any federal, state, or local law, ordinance or regulation. The parties agree that a breach of any of the promises contained in this section cannot be wholly compensated for by monetary damages and that any remedy at law would be inadequate. Contractor will disclose Confidential Information only to its employees may seek and obtain a temporary restraining order, preliminary injunction, permanent injunction, or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as other equitable relief restraining Subcontractor from violating any of the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (ai) hold all Confidential Information in strict trust and confidence, (bii) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (ciii) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBECourt’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors Contractor Personnel who need to know that information in order to perform Services work hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this This section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE Court owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Court promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Court to protect such Confidential Information. Upon the JBECourt’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Court or the Court’s designee, or, if so directed by the JBECourt, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Court in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Court shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Seller acknowledges and agrees that any specifications and all related writings, drawings, designs and similar works provided to Seller by Buyer shall be deemed “Confidential Information.” Seller further acknowledges and agrees that any other information which is disclosed by Buyer in any tangible form and is clearly labeled or marked as confidential, proprietary or its equivalent, or information which is disclosed orally or visually, is designated confidential, proprietary or its equivalent at the Term time of its disclosure and at all times thereafteris reduced to writing and clearly marked or labeled as confidential, Contractor will: (a) hold all proprietary or its equivalent within 30 days of disclosure shall be deemed “Confidential Information.” All Confidential Information in strict trust shall be the exclusive property of Buyer, and confidenceBuyer retains all right, (b) refrain from using or permitting others title and interest, including copyright, relating to Confidential Information. Seller agrees not to use any Confidential Information in any manner or for any 3/2013 purpose other than as permitted or required for performance by Seller under the Purchase Order and not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose or provide any Confidential Information to any third party without obtaining and to take all necessary measures to prevent any such disclosure by its employees, agents, contractors or consultants. Upon request of Buyer or completion of the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Purchase Order, Seller shall return all such Confidential Information only to its employees or contractors who need Buyer and shall certify to know Buyer that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns it has returned all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration The return of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (shall be complete in every respect, so as to permit an experienced manufacturer to manufacture, assemble, maintain and service the goods and shall include a full drawing package in reproducible form and medium)any revisions or updates, including but not limited to, Autocad files, fabrication drawings, approved supplier list, test specifications, tooling specifications and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectiondrawings, that any such breach will likely result in irreparable harmmanufacturing assembly instructions, routings, quality assurance protocols, test equipment, specifications and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawdrawings and engineering change notice history.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Seller acknowledges that Abtech’s Confidential Information in strict trust constitutes valuable trade secrets and confidenceSeller agrees that the Seller shall use, (b) refrain from using commercialize or permitting others to use disclose Abtech’s Confidential Information in any manner or for any purpose not expressly only as permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any . Seller will not allow Abtech’s Confidential Information to be disclosed, directly or indirectly, to any third party without obtaining the JBEAbtech’s express prior written consent on a case-by-case basisconsent. Contractor will disclose Confidential Information only Xxxxxx agrees to its employees or contractors who need to know that information exercise due care in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the protecting Abtech’s Confidential Information from unauthorized useuse and disclosure. The foregoing restrictions do not apply to Confidential Information that is: (i) made publicly available through no fault of the receiving party, access(ii) obtained by the receiving party from third parties without restrictions on disclosure, (iii) independently developed by the receiving party without reference to the other’s Confidential Information, or disclosure in the same manner as Contractor protects its own confidential or proprietary information (iv) required to be disclosed by order of a similar nature, and with no less than the greater of reasonable care and industry-standard carecourt or other governmental entity. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Seller shall protect Abtech’s Confidential Information and will cooperate fully with during the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration Term of this Agreement, Contractor will promptly (a) return to Purchase Agreement and in perpetuity. In the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach event of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach actual or threatened breach of the confidentiality obligationsprovisions of this Section (including for these purposes, the JBE shall Use of the Internal Reference Copy or other Software beyond its permitted use), in addition to any other remedies available at law or in equity, Abtech will be entitled to appropriate immediate injunctive and other equitable relief, without the requirement necessity of posting bond or showing actual damage or irreparable harm. If Seller reassigns any employee from an Abtech account to any account of a bonddirect competitor of Abtech, Seller shall notify Abtech and make sure that the employee’s access to Abtech Confidential Information (including access to Abtech databases or Abtech’s website) is terminated immediately and that the employee has not retained any such information. Failure to do so may subject Seller to liability resulting from such failure. Seller agrees to use only their own employees for professional services contracted to them by Abtech and not use a subcontractor, including subcontractors for backline support for internal escalation of calls. In the event that a subcontractor must be engaged for service delivery or call escalation then Seller must notify Abtech in addition advance, disclose the contact information of the subcontractor, and receive written agreement by Abtech to utilize this subcontractor on an Abtech account. It is the Seller’s responsibility to monitor and insure that their own subcontractors adhere to the full terms of this Purchase Agreement. Without limiting other provisions of this Purchase Agreement, Xxxxxx agrees indemnify Abtech and to assume the liability for the actions of their subcontractors that lead to legal action by another third party including but not limited do Abtech Customers and intellectual property owners. It is stipulated that the following information given to Seller by Abtech or Abtech Customer will always be considered Confidential Information whether identified as such or not: login, access, and security information to Customer systems; Customer-owned or licensed data that Seller may have access to; Customer strategy, policies, or practices that Seller can only know by virtue of access to the Customer; contract pricing; Customer names and contact information; service call, delivery, and remediation information; Abtech strategy, policies, and personnel information; and Customer satisfaction metrics. Hiring Seller agrees not to solicit, offer and/or provide employment in any capacity whatsoever, including, but not limited to, as a consultant, independent contractor, employee, agent, partner, officer, shareholder or director, directly or indirectly to any of Abtech’s employees during the term of this Agreement and for a period of two (2) years following its other remedies at law.termination. In the event of a violation of any of the provisions of this section by Seller, the parties agree that it would be impractical or extremely difficult to ascertain the actual damages suffered by Abtech. The parties having made diligent but unsuccessful attempts to ascertain the actual damages client would suffer in the event Seller violated any of the provisions of this section agree that a reasonable estimate of such actual damages shall be computed as follows:

Confidential Information. During Sellers acknowledge and agree that they possess confidential information related to the Term Purchaser and at all times thereafterCIBO, Contractor will: (a) hold all Confidential Information the improper disclosure or misuse of which would materially adversely affect the ability of Purchaser to realize its investment objective in strict trust acquiring the Units, and confidence, (b) refrain from using or permitting others that Sellers’ covenants and agreements contained in this section are in furtherance of and ancillary to use Confidential Information in any manner or for any purpose not expressly permitted the purchase and sale transactions contemplated by this Agreement, Agreement and (c) refrain from disclosing or permitting others are reasonable and necessary to disclose any Confidential Information to any third party without obtaining the JBEpreserve and protect Purchaser’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this sectioninvestment. The confidentiality provisions of this section shall survive the expiration or termination First and Second Closings of this Agreement. Contractor Without the prior permission of the Purchaser, Sellers shall not, and shall take reasonable steps to assure that no agent or representative of Sellers shall, disclose any proprietary information relating to the Purchaser, CIBO or any product line now produced by the Purchaser or CIBO (“Confidential Information”), such as, but not limited to, formulas, specifications, manufacturing methods, documentation produced, business affairs, future plans, process information, customer lists, and any other information which is a valuable, special and unique asset of the Purchaser or CIBO, and which shall include any other information represented by the Purchaser, its officers or agents to Sellers as confidential. Confidential Information shall not include information that becomes publicly available through no act of the disclosing party, is received rightfully from a third party without duty of confidentiality, is disclosed under operation of law, or is disclosed with the prior written permission of the Purchaser. Sellers agree that they will not at any time or in any manner, either directly or indirectly, use any Confidential Information for their own benefit, and that they will protect the such information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement. If it appears that any Seller has disclosed (or has threatened to disclose) Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration violation of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Purchaser shall be entitled to appropriate equitable relief, without the requirement an injunction to restrain any of posting a bondthem from disclosing, in addition whole or in part, such information, or from providing any services to its any party to whom such information has been disclosed or may be disclosed. The Purchaser shall not be prohibited by this provision from pursuing other remedies at lawremedies, including claims for losses and damages. In the event this Agreement is terminated prior to the First Closing, the provisions of this section 6.1(b) shall apply only to Confidential Information provided directly or indirectly by Purchaser to Sellers.

Confidential Information. During A. CARRIER hereby recognizes and acknowledges that any list of BROKER’s Customers, as it may exist now or from time to time, is a valuable, special and unique asset of the Term business of BROKER. CARRIER agrees, during and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining after the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration term of this Agreement, Contractor will promptly (a) return not to disclose the JBE orlist of BROKER’s customers or any part thereof to any person, if so directed by the JBEfirm, destroy corporation, association, or other entity for any reason or purpose whatsoever without BROKER’s prior written consent. CARRIER agrees to preserve as “Confidential Matters”, all Confidential Information (in every form trade secrets, know how and medium)information relating to BROKER’s business, forms, processes, developments, sales and promotional systems, prices and operations, which information may be obtained from tariBrokers, contracts, freight bills, letters, reports, disclosures, reproductions, books, records, or other CARRIERs, and (b) certify other sources of any kind resulting from this Agreement. CARRIER agrees to regard such Confidential Matters as the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach sole property of Contractor’s obligations under this section, that any such breach will likely result in irreparable harmBROKER, and that upon shall not publish, disclose or disseminate the same to others without the written consent of BROKER. In the event of any breach or threatened breach by CARRIER of the confidentiality obligationsprovisions of this paragraph, the JBE BROKER shall be entitled to appropriate equitable reliefan injunction, without restraining CARRIER from disclosing, in whole or in part, the requirement list of posting a bondBROKER’s customers, and all other Confidential Matters. CARRIER agrees that BROKER will be irreparably damaged in the event of any breach of this provision by CARRIER. Accordingly, in addition to its any other legal or equitable remedies that may be available to BROKER, CARRIER agrees that BROKER will be able to seek and obtain immediate injunctive relief in the form of a temporary restraining order without notice, preliminary injunction, or permanent injunction against CARRIER to enforce this confidentiality provision. BROKER shall not be required to post any bond or other security and shall not be required to demonstrate any actual injury or damage to obtain injunctive relief from the courts. Nothing hereunder shall be construed as prohibiting BROKER from pursuing any remedies available to BROKER at lawlaw or in equity for such breach, including the recovery of monetary damages from CARRIER.

Confidential Information. During “Confidential Information of JM” includes the Term Zing Offerings and any other information which (a) gives JM some competitive business advantage, gives JM the opportunity to obtain some competitive business advantage, or the disclosure of which could be detrimental to the interests of JM, or (b) which is either (1) marked “Confidential,” “Restricted,” “Proprietary Information,” or other similar marking, (2) known to be considered confidential and proprietary, or (3) is received under circumstances reasonably interpreted as imposing an obligation of confidentiality. You shall treat all Confidential Information of JM as strictly confidential and use the same degree of care to prevent disclosure of Confidential Information of JM as You would use with respect to Your own most confidential and proprietary information, which, under no circumstances, shall be less than the standard of care imposed by state and federal laws and regulations relating to the protection of the information and, in the absence of any legally imposed standard of care, the standard is that of a reasonable person under the circumstances. All Confidential Information of JM is and shall remain the property of JM, and except as expressly provided in this Agreement, no license or other right in any Confidential Information of JM is granted to You. Except as expressly provided in this Agreement, You may not use or disclose any Confidential Information of JM without JM’s prior written consent, except disclosure to and subsequent uses by Your employees and agents on a need-to-know basis in order to fulfill Your obligations under this Agreement, provided that those employees or agents have executed written agreements restricting use or disclosure of the Confidential Information of JM that are at least as protective of JM’s rights to the Confidential Information of JM as those contained in this Agreement. On termination of this Agreement or on JM’s written request at any time, You shall destroy or return to JM all times thereafterConfidential Information of JM in Your custody or control. This provision shall survive any termination of this Agreement for so long as You have in Your possession any Confidential Information of JM. You shall employ and maintain best industry practices and standards and internal security operating protocols (including, Contractor willwithout limitation, administrative, organizational, physical, and technical security safeguards) to protect Confidential Information of JM. If You have access to Customer Data, You: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using shall only use or permitting others store such information for the purpose of providing Your services to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreementthe Customer to whom it relates, and (c) refrain from disclosing shall not share, sell, disclose, or permitting others to disclose any Confidential Information otherwise provide such information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information party, except as provided for in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.;

Confidential Information. During The Advisor shall hold confidential and not disclose any confidential information, proprietary information, intellectual property, technical data, trade secrets, or know-how provided to the Advisor by the Company during the Term and at all times thereafter(“Confidential Information”), Contractor will: unless the information is not deemed confidential. The duty of confidentiality shall survive for a period of two (a2) hold years following termination of this Agreement or expiration of the Term or any Additional Term. The Advisor acknowledges that the Company shall retain ownership of all Confidential Information in strict trust provided to the Advisor by Company under this Agreement and confidence, (b) refrain from using agrees to return or permitting others to use destroy such Confidential Information in any manner or for any purpose to the Company upon request. Notwithstanding the foregoing, the term “Confidential Information” does not expressly permitted by this Agreementinclude, and the obligations set forth in this Agreement do not apply to, any information that: (ci) refrain can be demonstrated by the Advisor to have been known by the Advisor prior to the Advisor’s engagement by the Company; (ii) is or becomes generally available to the public through no breach of the Advisor of this Section 8; (iii) is obtained by the Advisor from disclosing a third party who discloses such information to the Advisor on a non-confidential basis without violating any obligation of confidentiality or permitting others secrecy relating to the information disclosed; or (iv) is independently developed by the Advisor outside the scope of the Advisor’s engagement under this Agreement without the use of Confidential Information. In the event the Advisor is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information to Information, he shall provide the Company with prompt notice, if legally permissible, of any third party without obtaining such request or requirement so that the JBE’s express prior written consent on Company may seek, at its sole cost and expense, a case-by-case basis. Contractor will disclose Confidential Information only to its employees protective order or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement other appropriate remedy and/or waive compliance with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Licensee will not, during the Term or thereafter, without Licensor’s prior consent, which consent may be granted or withheld in Licensor’s sole discretion, copy, duplicate, record, reproduce, in whole or in part, or otherwise transmit or make available to any “unauthorized” Person any Licensor Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use the Licensor Confidential Information in any manner or for any purpose not expressly permitted authorized by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Licensee may divulge such Licensor Confidential Information only to such of the employees, agents, directors or attorneys of Licensee, its employees or contractors who need Permitted Affiliates and Permitted Sublicensees as require access to know that information it in order to perform Services hereunder operate the Licensed Business and who have executed a the Projects and to comply with Licensee’s obligations under the Transaction Agreements, and only if such employees or agents are apprised of the confidential nature of such information before it is divulged to them and they are bound by confidentiality agreement with Contractor at least as protective as the provisions obligations substantially similar to those listed above. All other Persons, including, without limitation, any potential acquirer of this section. The provisions of this section shall survive the expiration or termination Licensee, are “unauthorized” for purposes of this Agreement. Contractor will protect Licensee agrees that the Licensor Confidential Information from unauthorized usehas commercial value and that Licensor and its Affiliates have taken commercially reasonable measures to maintain its confidentiality, accessand, as such, the Licensor Confidential Information is proprietary and a trade secret of Licensor and its Affiliates. Licensee will be liable to Licensor for any breaches of the confidentiality obligations in this Section 13.1(a) by its employees and agents. Licensee will maintain the Licensor Confidential Information in a safe and secure location and will immediately report to Licensor the theft or disclosure in loss of all or any part of the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Licensor Confidential Information. Contractor It will notify the JBE promptly upon learning not be a violation of any unauthorized disclosure or use of this Agreement for Licensee to disclose Licensor Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE orextent required by Applicable Law or a Governmental Authority, if so directed by the JBEprovided that Licensee provides Licensor with prior notice of such disclosure to allow Licensor, destroy all Confidential Information (in every form at its option and medium)expense, and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any contest such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawdisclosure.

Confidential Information. During All documentation, drawings, samples, designs, specifications, engineering details and related information pertaining to the Term Products, whether in oral, written, graphic or electronic form, as well as the Proprietary Materials referred to in Section 6(B) above, are and at all times thereafter, Contractor will: shall remain the confidential and proprietary information of Verifone (collectively the “Confidential Information”). Customer shall (a) hold disclose Confidential Information to only those directors, officers and employees of Customer (collectively “Representatives”) whose duties justify their need to know such information and who have been clearly informed of their obligation to maintain the confidential, proprietary and/or trade secret status of such Confidential Information; and (b) use Confidential Information only for the purposes set forth in this Agreement and not for any purpose detrimental to Verifone. In any event, Customer and its Representatives shall treat all Confidential Information in strict trust as strictly confidential and confidenceshall use the same care to prevent disclosure of such information as Customer uses with respect to its own confidential and/or proprietary information, (b) refrain from using or permitting others to which shall not be less than the care a reasonable person would use Confidential Information in any manner or for any purpose under similar circumstances. Customer shall not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose copy any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose of Verifone, and all Confidential Information only (and copies thereof) shall be returned promptly to Verifone upon request. Customer shall ensure that its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement Representatives comply with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar natureSection 7, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can Customer shall be no adequate remedy at law liable for any breach of Contractorthis Section 7 resulting from the act or omission of any of its Representatives. Notwithstanding the foregoing, information disclosed to Customer shall not be deemed to be Confidential Information if (i) Customer establishes that the information was already known to Customer, without obligation to keep it confidential, at the time of its receipt from Verifone, as evidenced by documents in the possession of Customer prepared or received prior to Verifone’s obligations under this section, disclosure; (ii) Customer establishes that any the information was received by Customer in good faith from a third party lawfully in possession thereof and having no obligation to keep such breach will likely result in irreparable harm, and information confidential; or (iii) Customer establishes that upon any breach the information was publicly known at the time of its receipt by Customer or threatened has become publicly known other than by a breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its this Agreement or other remedies at lawaction by Customer.

Confidential Information. During Each of the parties hereto acknowledges that during the Term and at all times thereafter, Contractor will: of the Indenture such party (athe “Recipient”) hold all may receive Confidential Information from another party hereto (the “Discloser”). Recipient agrees to maintain the Confidential Information in strict trust the strictest of confidence and confidencewill not, (b) refrain from using at any time, except as otherwise provided in the Transaction Documents, use, disseminate or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information of the Discloser to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to person or entity other than those of its employees or contractors representatives who have a “need to know that information in order to perform Services hereunder and know,” who have executed a confidentiality agreement with Contractor at least as protective as the provisions been apprised of this sectionrestriction. The provisions of this section Recipient shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law liable for any breach of Contractorthis Section 16.9 by any of its employees or representatives and shall immediately notify Discloser in the event of any loss or disclosure of any Confidential Information of Discloser. Upon termination of this Base Indenture, Recipient will return to Discloser, or at Discloser’s obligations request, destroy, all documents and records in its possession containing the Confidential Information of Discloser. Confidential Information shall not include information that: (i) is already known to Recipient without restriction on use or disclosure prior to receipt of such information from Discloser; (ii) is or becomes part of the public domain other than by breach of this Agreement by, or other wrongful act of, Recipient; (iii) is developed by Recipient independently of and without reference to any Confidential Information; (iv) is received by Recipient from a third party who is not under this sectionany obligation to Discloser to maintain the confidentiality of such information; or (v) is required to be disclosed by applicable law, statute, rule, regulation, subpoena, court order or legal process; provided that the Recipient shall promptly inform the Discloser of any such breach will likely result in irreparable harm, requirement and that upon cooperate with any breach attempt by the Discloser to obtain a protective order or threatened breach of the confidentiality obligations, the JBE other similar treatment. It shall be entitled the obligation of Recipient to appropriate equitable relief, without prove that such an exception to the requirement definition of posting a bond, in addition to its other remedies at lawConfidential Information exists.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all In addition to Novavax’s other confidentiality obligations set forth in the Asset Purchase Agreement, Novavax agrees, during the term of this Agreement and thereafter, to (i) maintain the Licensed Technology whether disclosed by Graceway to Novavax in any manner and in any form or format or otherwise retained by Novavax (the “Graceway Confidential Information Information”), in strict trust and the strictest confidence, (bii) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any the Graceway Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose parties, and (iii) only use such Graceway Confidential Information only to its practice the license and other rights granted hereunder in accordance with this Agreement. Notwithstanding the foregoing, Novavax may disclose Graceway Confidential Information, and authorize the use of such Graceway Confidential Information on the same terms applicable to Novavax under this Agreement, to the following persons and entities: (A) employees or contractors of Novavax who have a need to know that such information and (B) sublicensees in order connection with the grant of any sublicense of the rights granted hereunder, in each case where such persons or entities have a legal obligation to perform Services hereunder and who have executed a maintain the confidentiality agreement with Contractor at least as protective as of such information on the provisions of this section. The provisions of this section shall survive the expiration or termination of same terms applicable to Novavax in this Agreement. Contractor will protect the In addition, Novavax may disclose Graceway Confidential Information from unauthorized useto Governmental Authorities solely for the purposes of, accessand solely to the extent necessary for, submitting and maintaining applications for the authorization or disclosure use of pharmaceutical products in the same manner as Contractor Field; provided, that Novavax shall request confidential treatment for any submission of such information to any Governmental Authority and, if such information will not receive confidential treatment by such Governmental Authority, then Novavax shall not disclose such information to such Governmental Authority without Graceway’s prior written consent, which consent will not be unreasonably withheld. Without limiting the foregoing, Novavax shall, consistent with the practices and procedures under which Novavax protects its own confidential or most valuable proprietary information of a similar natureand materials, and with no less than protect the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Graceway Confidential Information. Contractor will notify the JBE promptly upon learning of Information against any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Informationunlawful use, disclosure, dissemination or copying. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligationsTHIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawREDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Information. During Seller’s technical, trade secret, proprietary or similar information contained in plans, drawings, specifications, photographs and other documents (collectively, “Confidential Information”) disclosed or furnished by Seller to Buyer or its officers, directors, employees or agents (collectively, “Representatives”) and all copies thereof, including without limitation any and all materials of any kind containing or embodying any Confidential Information, are the Term sole and at all times thereafter, Contractor will: (a) hold all exclusive property of Seller. Disclosure of Confidential Information in strict trust and confidenceby Seller to Buyer or its Representatives will not be construed as granting to Buyer or its Representatives either expressly or by implication, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and or interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such kind in any Confidential Information. Upon Seller’s request, Xxxxx will promptly deliver to Seller all of the JBEConfidential Information in Buyer’s request possession or under Xxxxx’s control (including without limitation Confidential Information in the possession or under the control of any of Buyer’s Representatives), whether in written, electronically-readable or other form, including without limitation all copies or extracts thereof or based thereon. All Confidential Information will be kept confidential by Xxxxx and upon will not be disclosed to any termination person or expiration entity without Seller’s prior written consent, except that Buyer may disclose the Confidential Information or portions thereof to those of its Representatives who reasonably need to know such information for legitimate business reasons; provided, however, that Buyer will be responsible for any breach of this Agreementcovenant by it or any of its Representatives and will indemnify and hold harmless Seller and its officers, Contractor will promptly directors, employees and agents (collectively, the “Seller Indemnified Parties”) for any costs, expenses or losses incurred or suffered by any of them as a result of such breach. Buyer (a) return acknowledges that a failure to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form comply with this Section 9 will cause Seller irreparable harm and medium), that a remedy at law for such a failure would be an inadequate remedy for Seller and (b) certify consents to the JBE Seller’s obtaining from a court having jurisdiction, specific performance, an injunction, a restraining order or any other equitable relief in writing that Contractor has fully complied with the foregoing obligationsorder to enforce such provision. Contractor acknowledges that there can be no adequate remedy at law for any breach of ContractorSeller’s obligations under this section, that right to seek and obtain any such breach will likely result relief is in irreparable harmaddition to, and that upon not in lieu of, any breach or threatened breach of the confidentiality obligations, the JBE shall be other remedy to which it is entitled to appropriate equitable relief, under applicable law (including without the requirement of posting a bond, in addition to its other remedies at lawlimitation monetary damages).

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) the Employee shall hold in a fiduciary capacity for the benefit of the Icahn Group all Confidential Information Information. The Employee shall not, without the prior written consent of the Employer (which may be granted or withheld in strict trust its sole and confidenceabsolute discretion; provided, (b) refrain from using or permitting others however, that the Employee shall be permitted to use Confidential Information in any manner connection with the performance of his duties with the Employer and its Affiliates without being required to obtain the written consent of the Employer), communicate or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose divulge any Confidential Information to any third party without anyone other than the Icahn Group and those designated by the Employer, except to the extent compelled pursuant to the order of a court or other body having jurisdiction over such matter or based upon the advice of his counsel that such disclosure is legally required; provided, however, that, to the extent legally permissible, the Employee will assist the Employer at the Employer’s expense, in obtaining a protective order, other appropriate remedy or other reliable assurance that confidential treatment will be accorded such information so disclosed pursuant to the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination terms of this Agreement. Contractor will protect All Inventions shall be the property of the Employer or its designee and shall be promptly and fully disclosed by the Employee to the Employer. The Employee shall perform all reasonably necessary acts (including, without limitation, executing and delivering any confirmatory assignments, documents, or instruments requested by the Employer) to vest title to any Inventions in the Employer or in any person designated by the Employer and to enable the Employer or such person, at the Employer’s sole expense, to secure and maintain domestic and/or foreign patents or any other rights for such Inventions. All personal and not otherwise public information about the Icahn Group, including, without limitation, their respective investments, investors, transactions, historical performance, and all information regarding or concerning Xxxx X. Icahn and Mr. Icahn’s family (excluding the Employee and, if applicable, his spouse and decedents) shall constitute Confidential Information from unauthorized usefor purposes of this Agreement. In no event shall the Employee, accessduring or after Employee’s employment hereunder, disparage any member of the Icahn Group, Mr. Icahn, his family members (excluding the Employee and, if applicable, his spouse and decedents), their respective Affiliates or disclosure any of their respective officers or directors. The Employee shall not write a book or article about Mr. Icahn or Mr. Icahn’s family members (excluding the Employee and, if applicable, his spouse and decedents) in the same manner as Contractor protects its own confidential any media and shall not to publish or proprietary information of a similar naturecause to be published in any media, any Confidential Information, and with no less than further shall keep confidential and not to disclose to any third party, including, but not limited to, newspapers, authors, publicists, journalists, bloggers, gossip columnists, producers, directors, media personalities, film-makers, and the greater of reasonable care and industry-standard care. The JBE owns all rightlike, title and interest in the any Confidential Information. Contractor will notify the JBE promptly upon learning The forgoing provisions of this Section 11 shall not apply to any unauthorized disclosure or use of Confidential Information and will cooperate fully with specifically permitted by the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration express terms of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable reliefincluding, without the requirement of posting a bondlimitation, in addition to its other remedies at lawSection 8 hereof.