Common use of Disclosure and Use Clause in Contracts

Disclosure and Use. The Receiving Party shall: (a) maintain the confidentiality of the Disclosing Party’s Confidential Information; (b) not disclose the Disclosing Party’s Confidential Information to any Third Party without the prior written consent of the Disclosing Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, employees, consultants, and Agents provided, that in each case such individuals and entities have a specific need to know such Confidential Information and are previously bound by written obligation of confidentiality and restriction at least as rigorous as those set forth herein; (ii) Improvements or Inventions owned by the Receiving Party to the extent required to exploit the grant of its rights under Article 11 of this Agreement; and (iii) Confidential Information of the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use or disclosure. Upon request, the Receiving Party shall return all copies of the Disclosing Party’s Confidential Information to the Disclosing Party

Disclosure and Use. The Receiving Party All Confidential Information disclosed by either party shall: (a) maintain , during the confidentiality term of the Disclosing Party’s Confidential Information; Agreement and for two (b2) years after the expiration or termination thereof (or such longer period as may be required by law), shall not disclose the Disclosing Party’s Confidential Information be disclosed to any Third Party third party without the prior disclosing party’s express written consent of the Disclosing Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunderconsent. Notwithstanding the foregoing, such information may be disclosed (A) to the receiving party’s employees, affiliates, and agents who have a Receiving Party may discloseneed to know for the purpose of performing under this Agreement, using the Services, and rendering the Services (provided that in all cases the receiving party shall take appropriate measures prior to disclosure to its employees, affiliates, and agents to assure against unauthorized use or disclosure) or (B) as otherwise authorized by this Agreement. Each party’s confidentiality obligations hereunder shall not apply to information that: (iA) is already known to the receiving party without a pre-existing restriction as to disclosure; (B) is or becomes publicly available without fault of the receiving party; (C) is rightfully obtained by the receiving party from a third party without restriction as to disclosure or is approved for release by written authorization of the disclosing party; or (D) is developed independently by the receiving party without use of the disclosing party’s Confidential Information. Each party agrees to treat all Confidential Information of the Disclosing Party to other in the same manner as it treats its Affiliatesown proprietary information, and to its and their directors, employees, consultants, and Agents provided, that but in each no case such individuals and entities have using less than a specific need to know such Confidential Information and are previously bound by written obligation reasonable degree of confidentiality and restriction at least as rigorous as those set forth herein; (ii) Improvements or Inventions owned by the Receiving Party to the extent required to exploit the grant of its rights under Article 11 of this Agreement; and (iii) Confidential Information of the Disclosing Party to the extent such disclosure care. If either party is required to comply disclose Confidential Information pursuant to a judicial order or other compulsion of law, such party shall be permitted to make such disclosure provided that it: (a) limits the disclosure to only that information which is required to be disclosed by such order or legal requirement, (b) if permitted, provides the disclosing party with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written prompt notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize (c) reasonably assists the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunitydisclosing party in obtaining a protective order, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing requested and at the scope of such use or disclosure. Upon request, the Receiving Party shall return all copies of the Disclosing Partydisclosing party’s Confidential Information to the Disclosing Partyexpense.

Disclosure and Use. The Receiving Party shall: agrees (ai) maintain the confidentiality of the Disclosing Party’s Confidential Information; (b) not disclose to hold the Disclosing Party’s Confidential Information to any Third Party without the prior written consent of the Disclosing Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, confidence and to its and their directors, employees, consultants, and Agents provided, that in each case such individuals and entities have a specific need take all necessary precautions to know protect such Confidential Information and are previously bound by written (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to divulge any such Confidential Information or any information derived there from to any third person, except independent contractors under an obligation of confidentiality and restriction with a need to know for purposes authorized under this Agreement, (iii) not to make any use whatsoever at least any time of such Confidential Information except as rigorous as those set forth herein; authorized under this Agreement, and (iiiv) Improvements not to remove or Inventions owned by export any such Confidential Information from the country of the Receiving Party to the extent required to exploit the grant of its rights under Article 11 of this Agreement; and (iii) Confidential Information of the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the except as may be allowed by applicable export laws. The Receiving Party shall provide written notice limit the use of such potential disclosure and access to the Disclosing Party (which shall include a copy of any applicable subpoena or order), and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use or disclosure. Upon request, the Receiving Party shall return all copies of the Disclosing Party’s Confidential Information to the Receiving Party’s employees, attorneys and independent contractors under an obligation of confidentiality and restricted use who need to know such Confidential Information for the purposes authorized under this Agreement. The Receiving Party shall treat the Confidential Information with at least the same degree of care and protection as it would use with respect to its own Confidential Information, but in no event less than a reasonable standard of care. The foregoing obligations shall survive for a period of five (5) years from the date of disclosure of the Confidential Information, except in the case of source code, in which case the foregoing obligations shall be perpetual. Without granting any right or license, the Disclosing PartyParty agrees that the foregoing shall not apply with respect to information that the Receiving Party can establish (i) is in the public domain and is available at the time of disclosure or which thereafter enters the public domain and is available, through no improper action or inaction by the Receiving Party or any affiliate, agent or employee, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party without restriction, or (iii) was rightfully disclosed to it by another person without restriction, or (iv) is independently developed by the Receiving Party without use of such Confidential Information, or (v) is required to be disclosed pursuant to any statutory or regulatory authority, provided the Disclosing Party is given prompt notice of such requirement and the scope of such disclosure is limited to the extent possible, or (vi) is required to be disclosed by a court order, provided the Disclosing Party is given prompt notice of such order and provided the opportunity to contest it.

Disclosure and Use. The Receiving Party shall: (a) maintain the confidentiality of the Disclosing Party’s Confidential Information; (b) not disclose the Disclosing Party’s Confidential Information to any Third Party without the prior written consent of the Disclosing Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, employees, consultants, Third Party contractors and Agents provided, agents provided that in each case such individuals and entities have a specific need to know such Confidential Information in connection with this Agreement or activities contemplated under the Quality Agreement, have been informed of the confidential nature of the information and the restrictions on use and are previously bound by written obligation obligations of confidentiality and restriction restrictions at least as rigorous as those set forth herein; (ii) Confidential Information or Improvements or Inventions owned by of the Receiving other Party to the extent required to exploit or consistent with the grant of its rights specifically granted to it under Article 11 of this Agreement; (iii) Confidential Information of the other Party in connection with Regulatory filings and submissions made or contemplated under this Agreement; and (iiiiv) Confidential Information of the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Lawunder clause (iv), the Receiving Party shall provide written notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order)Party, and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use or disclosure. Upon request, the Receiving Party shall return all copies of the Disclosing Party’s Confidential Information to the Disclosing Party existing in tangible form, and shall delete all electronic copies, except for in each case a single copy for the purpose of determining compliance with its obligations under this Agreement or as required to be maintained under Applicable Law and provided that the Receiving Party shall not be required to delete the Disclosing Party’s Confidential Information included in regulatory submissions previously filed consistent with this Agreement and Customer shall not be obligated to return any Confidential Information of BVL that is included in the assignment of rights or license granted to Customer under Article 11. The foregoing nondisclosure and nonuse obligations shall survive termination or expiration of this Agreement.

Disclosure and Use. The Receiving Party shall: agrees (ai) maintain the confidentiality of to hold the Disclosing Party’s Confidential Information; 's Proprietary Information in confidence and to take all necessary precautions to protect such Proprietary Information (bincluding, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not disclose to divulge any such Proprietary Information or any information derived therefrom to any third person, except independent contractors under an obligation of confidentiality and with a need to know for purposes authorized under this Agreement, (iii) not to make any use whatsoever at any time of such Proprietary Information except as authorized under this Agreement, and (iv) not to remove or export any such Proprietary Information from the country of the Receiving Party except as may be allowed by applicable export laws. The Receiving Party shall limit the use of and access to the Disclosing Party’s Confidential 's Proprietary Information to any Third Party without the prior written consent of the Disclosing Receiving Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, 's employees, consultants, attorneys and Agents provided, that in each case such individuals independent contractors under an obligation of confidentiality and entities have a specific restricted use who need to know such Confidential Proprietary Information and are previously bound by written obligation of confidentiality and restriction for the purposes authorized under this Agreement. The Receiving Party shall treat the Proprietary Information with at least the same degree of care and protection as rigorous as those set forth herein; it would use with respect to its own proprietary information. The foregoing obligations shall survive for a period of three (ii3) Improvements years from the date of disclosure of the Proprietary Information. Without granting any right or Inventions owned license, the Disclosing Party agrees that the foregoing shall not apply with respect to information that the Receiving Party can establish (i) is in the public domain and is available at the time of disclosure or which thereafter enters the public domain and is available, through no improper action or inaction by the Receiving Party or any affiliate, agent or employee, or (ii) was in its possession or known by it prior to receipt from the extent required to exploit the grant of its rights under Article 11 of this Agreement; and Disclosing Party, or (iii) Confidential Information of was rightfully disclosed to it by another person without restriction, or (iv) is independently developed by the Receiving Party without access to such Proprietary Information, or (v) is required to be disclosed pursuant to any statutory or regulatory authority, provided the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written given prompt notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), requirement and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use disclosure is limited to the extent possible, or disclosure. Upon request(vi) is required to be disclosed by a court order, the Receiving Party shall return all copies of provided the Disclosing Party’s Confidential Information Party is given prompt notice of such order and provided the opportunity to the Disclosing Partycontest it.

Disclosure and Use. The Receiving Party shall: (a) maintain the confidentiality of the Disclosing Party’s Confidential Information; (b) not disclose the Disclosing Party’s Confidential Information to any Third Party without Except as provided below or with the prior written consent of the Disclosing Party, the Receiving Party will not: (a) disclose any Confidential Information of the Disclosing Party other than on a need-to-know basis to its employees, advisors, contractors and permitted sublicensees, solely to the extent and only for the purpose of performing or exercising the Receiving Party’s rights and obligations under this Agreement; and (b) except as otherwise provided in this Agreement, use Confidential Information other than for fulfilling the obligations or exercising the rights of the Receiving Party under this Agreement; (c) use make internal business copies or allow others to make copies of such Confidential Information except as is reasonably necessary to fulfill the Receiving Party’s obligations or exercise its rights under this Agreement; or (d) remove or export any such Confidential Information in violation of any applicable Legislation. The Receiving Party shall hold the Confidential Information of the Disclosing Party in strictest confidence at all times in perpetuity, and take all reasonable measures to protect the Confidential Information of the Disclosing Party, which measures shall include the highest degree of care that the Receiving Party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care, and will cause its permitted sublicensees, and other authorized disclosees, to treat such Confidential Information, with at least the same degree of care. The Receiving Party shall ensure that all employees and independent contractor personnel of the Receiving Party who receive Confidential Information of the Disclosing Party hereunder (including, without limitation, Source Code) have signed a written non-disclosure agreement with the Receiving Party that protects the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, employees, consultants, and Agents provided, on terms that in each case such individuals and entities have a specific need to know such Confidential Information and are previously bound by written obligation of confidentiality and restriction at least as rigorous as those set forth herein; (ii) Improvements or Inventions owned by the Receiving Party to the extent required to exploit the grant of its rights under Article 11 of this Agreement; and (iii) Confidential Information of the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate no less protective order or other confidential treatment or remedy with respect to narrowing the scope of such use or disclosure. Upon request, the Receiving Party shall return all copies of the Disclosing Party’s Confidential Information to than the terms set forth herein. The Receiving Party shall ensure that all other third-party entities who receive Confidential Information of the Disclosing Party hereunder have signed a written non-disclosure agreement with the Receiving Party that (i) protects the Disclosing Party’s Confidential Information on terms that are no less protective of the Disclosing Party’s Confidential Information than the terms set forth herein and (ii) requires such entity to cause their employees and independent contractor personnel to sign a similarly protective written non-disclosure agreement.

Disclosure and Use. The Receiving Party shall: (a) maintain the confidentiality of the Disclosing Party’s Confidential Information; (b) not disclose Recipient will protect the Disclosing Party’s Confidential Information from any unauthorized use, disclosure, copying, dissemination, publication or distribution to the same extent it would protect its own Confidential Information of same or similar nature, but by no means less than a reasonable degree of care. The Recipient will only use the Confidential Information as directly necessary to perform its obligations under this Agreement and will not disclose any Confidential Information, in full or in part, to any Third Party without third parties except to those persons and employees that have signed a confidentiality agreement consistent with the prior written consent terms of this Agreement who have a direct need to know the same in order to accomplish its duties under this Agreement or utilize the ZAG’s Technology subject to the terms and conditions of this Agreement. The Recipient will apprise said persons of the confidentiality obligations and ensure that they comply with the terms of this Agreement. The Recipient shall not make any copies of Confidential Information except as expressly permitted under this Agreement or previously approved in writing by the Disclosing Party; , and (c) use shall reproduce the Disclosing Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. Furthermore, the Recipient shall not reverse engineer, disassemble or decompile any prototypes, software, or other tangible objects which embody company’s Confidential Information only as necessary and which are provided to fulfill its obligations or in the reasonable exercise of rights granted to it receiving Party hereunder. Notwithstanding The Recipient will promptly notify the foregoing, Disclosing Party immediately of any misuse of or unauthorized access to Confidential Information of which it becomes aware and will cooperate in remedying such situation promptly. The Recipient may disclose Confidential Information if required to be disclosed by a Receiving Party may disclose: (i) court order or decree of governmental body with jurisdiction there over; provided that prior to disclosing any Confidential Information of the Disclosing Party to its Affiliatesunder court order or decree of governmental body with jurisdiction there over, and to its and their directors, employees, consultants, and Agents provided, that in each case such individuals and entities have a specific need to know such Confidential Information and are previously bound by written obligation of confidentiality and restriction at least as rigorous as those set forth herein; (ii) Improvements or Inventions owned by the Receiving Party to the extent required to exploit the grant of its rights under Article 11 of this Agreement; and (iii) Confidential Information of Recipient shall provide the Disclosing Party reasonable notice and the opportunity to object to or limit such disclosure, or public disclosure, as well as limit the extent disclosure only to such disclosure is required amount of Confidential Information absolutely necessary to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use or disclosure. Upon request, the Receiving Party shall return all copies of the Disclosing Party’s Confidential Information to the Disclosing Partylegal requirements.

Disclosure and Use. The Receiving Party shall: (a) maintain the confidentiality of Recipient will protect the Disclosing Party’s Confidential Information; (b) not , will only use the Confidential Information for the Purpose and will only disclose the Disclosing Party’s Confidential Information to any Third Party without Representatives who have a direct “need to know” the prior written consent Confidential Information for the Purpose. The Recipient will apprise its Representatives of the Disclosing Party; confidentiality obligations and (c) use ensure that they comply with the terms of this Agreement. The Recipient will notify the Disclosing Party’s Party as soon as possible of any misuse of or unauthorized access to Confidential Information only as necessary of which it becomes aware and will cooperate in remedying such situation promptly. The Recipient may disclose Confidential Information if required to fulfill its obligations be disclosed by a court order or in the reasonable exercise operation of rights granted to it hereunderApplicable Law. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Before disclosing any Confidential Information of the Disclosing Party under court order or operation of Applicable Law (including to its Affiliatesthe extent Applicable Law requires such disclosure pursuant to a request from a Regulator), the Recipient shall, to the extent permitted by Applicable Law or the Regulator in question, provide the Disclosing Party reasonable notice and the opportunity to its and their directorsobject to or limit such disclosure, employees, consultants, and Agents provided, that in each case such individuals and entities have a specific need to know such Confidential Information and are previously bound by written obligation of confidentiality and restriction at least as rigorous as those set forth herein; (ii) Improvements or Inventions owned by shall cooperate with the Receiving Disclosing Party to the extent it may seek to limit such disclosure and shall limit such disclosure to that which is required to exploit by Applicable Law. Upon the grant of its rights under Article 11 of this Agreement; and (iii) Disclosing Party’s request, all Confidential Information of the Disclosing Party to will be returned or destroyed, at the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigationelection of the Recipient; provided, however, that prior the Recipient may retain copies of Confidential Information of the Disclosing Party that is not electronically retrievable because it is not discrete or severable from such first Party’s data or that cannot be destroyed due to any such use or disclosure in accordance with retention periods required by Applicable Law, the Receiving Party which copies shall provide written notice of such potential disclosure remain subject to and be maintained in a manner compliant with this Article 9. Notwithstanding anything to the Disclosing Party (which shall include a copy contrary in this Agreement, Supplier may make such disclosures concerning this Agreement and the relationship between the Parties as may be required of any applicable subpoena or order)it by the Securities Act of 1933, and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use or disclosure. Upon requestas amended, the Receiving Party shall return all copies Securities Exchange Act of 1934, as amended, the Disclosing Party’s Confidential Information to the Disclosing Partyrules and regulations promulgated under each of them and related forms of Applicable Law.

Disclosure and Use. The Receiving Party shall: (a) maintain the confidentiality of the Disclosing Party’s Confidential Information; (b) not disclose the Disclosing Party’s Confidential Information to any Third Party without the prior written consent of the Disclosing Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, employees, consultants, and Agents provided, agents provided that in each case such individuals and entities have a specific need to know such Confidential Information and are previously bound by written obligation of confidentiality and restriction at least as rigorous as those set forth herein; (ii) Improvements or Inventions owned by the Receiving Party to the extent required to exploit the grant of its rights under Article 11 of this Agreement; and (iii) Confidential Information of the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Lawdisclosure, the Receiving Party shall provide written notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order)Party, and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use or disclosure. Upon request, the Receiving Party shall return all copies of the Disclosing Party’s Confidential Information to the Disclosing Party, except for a single copy for the purpose of determining compliance with its obligations of this Agreement.

Disclosure and Use. The Receiving Party shall: (a) maintain the confidentiality of the Disclosing Party’s Confidential Information; (b) not disclose the Disclosing Party’s Confidential Information to any Third Party without Except with the prior written consent of the Disclosing Party; and , neither Party shall (ca) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) disclose any Confidential Information of the Disclosing Party other than to (i) its Affiliatesown officers, and to its and their directors, employees, consultantsattorneys, accountants, financial advisors and Agents providedcontractors who are actively involved in fulfilling the obligations and/or exercising the rights of the Receiving Party under this Agreement, that in each case such individuals (ii) its Officers and entities have members of its Board of Directors or (iii) on a specific need to know such Confidential Information basis, those who are actively involved in analyzing and are previously bound by written obligation of confidentiality advising the Receiving Party for legal, accounting or financial purposes (including preparing or reviewing a Party’s financial reports) and restriction at least as rigorous as those set forth herein; with respect to (i), (ii) Improvements or Inventions owned by the Receiving Party to the extent required to exploit the grant of its rights under Article 11 of this Agreement; and (iii) who have signed a non-disclosure agreement or are otherwise subject to confidentiality obligations; (b) use Confidential Information, except for fulfilling the obligations or, on a need to know basis, exercising the rights of the Receiving Party under this Agreement or analyzing and advising the Receiving Party on legal or financial matters; (c) make copies or allow others to make copies of such Confidential Information except in connection with disclosures pursuant to Section 14.2 (a) or (b) or as is reasonably necessary to fulfill the Receiving Party’s obligations or exercise its rights under this Agreement; or (d) remove or export any such Confidential Information from the country of the Disclosing Receiving Party in violation of Laws. This Section 14.2 (or the rest of the Agreement) shall not prevent a Party from using Confidential Information, Data or Services Information as is necessary to support or defend a Dispute within the meaning of Section 17 (Dispute Resolution; Arbitration), including any Disputes that arise pursuant to Section 13.6.2, and then only to the extent such disclosure is required to comply with Applicable Law that the arbitrators, or to defend or prosecute litigation; provideda court for Disputes governed by Section 13.6.2, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek enters an appropriate protective order regarding Confidential Information (or other confidential treatment or remedy Services Information) and the Party complies with Section 17.2.5 (Confidentiality of Proceedings), with such provisions applying mutatis mutandis to Disputes arising under Section 13.6.2. The Receiving Party shall treat the Confidential Information with at least the same degree of care and protection as it would use with respect to narrowing its own confidential information of a similar nature, but in no event less than a reasonable standard of care. The foregoing obligations shall survive for a period of five years following the scope termination or expiration of such use or disclosure. Upon requestthis Agreement, except in the Receiving Party case of source code, in which case the foregoing obligations shall return all copies of the Disclosing Party’s Confidential Information to the Disclosing Partybe perpetual.

Disclosure and Use. The Receiving Party shall: agrees (ai) maintain the confidentiality of to hold the Disclosing Party’s 's Confidential Information; Information in confidence and to take all necessary precautions to protect such Confidential Information (bincluding, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not disclose to divulge any such Confidential Information or any information derived therefrom to any third person, except independent contractors under an obligation of confidentiality and with a need to know for purposes authorized under this Agreement, (iii) not to make any use whatsoever at any time of such Confidential Information except as authorized under this Agreement, and (iv) not to remove or export any such Confidential Information from the country of the Receiving Party except as may be allowed by applicable export laws. The Receiving Party shall limit the use of and access to the Disclosing Party’s 's Confidential Information to any Third Party without the prior written consent of the Disclosing Receiving Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, 's employees, consultants, attorneys and Agents provided, that in each case such individuals independent contractors under an obligation of confidentiality and entities have a specific restricted use who need to know such Confidential Information and are previously bound by written obligation of confidentiality and restriction for the purposes authorized under this Agreement. The Receiving Party shall treat the Confidential Information with at least the same degree of care and protection as rigorous as those set forth herein; it would use with respect to its own Confidential Information, but in no event less than a reasonable standard of care. The foregoing obligations shall survive for a period of five (ii5) Improvements years from the date of disclosure of the Confidential Information, except in the case of source code, in which case the foregoing obligations shall be perpetual. Without granting any right or Inventions owned license, the Disclosing Party agrees that the foregoing shall not apply with respect to information that the Receiving Party can establish (i) is in the public domain and is available at the time of disclosure or which thereafter enters the public domain and is available, through no improper action or inaction by the Receiving Party or any affiliate, agent or employee, or (ii) was in its possession or known by it prior to receipt from the extent required to exploit the grant of its rights under Article 11 of this Agreement; and Disclosing Party without restriction, or (iii) was rightfully disclosed to it by another person without restriction, or (iv) is independently developed by the Receiving Party without use of such Confidential Information of Information, or (v) is required to be disclosed pursuant to any statutory or regulatory authority, provided the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written given prompt notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), requirement and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use disclosure is limited to the extent possible, or disclosure. Upon request(vi) is required to be disclosed by a court order, the Receiving Party shall return all copies of provided the Disclosing Party’s Confidential Information Party is given prompt notice of such order and provided the opportunity to the Disclosing Partycontest it.

Disclosure and Use. The Receiving Party shall: agrees (ai) maintain the confidentiality of to hold the Disclosing Party’s Confidential 's Proprietary Information in confidence and to take all necessary precautions to protect [*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own Proprietary Information; ), (bii) not disclose to divulge any such Proprietary Information or any information derived therefrom to any third person, except independent contractors under an obligation of confidentiality and with a need to know for purposes authorized under this Agreement, (iii) not to make any use whatsoever at any time of such Proprietary Information except as authorized under this Agreement, and (iv) not to remove or export any such Proprietary Information from the country of the Receiving Party except as may be allowed by applicable export laws. The Receiving Party shall limit the use of and access to the Disclosing Party’s Confidential 's Proprietary Information to any Third Party without the prior written consent of the Disclosing Receiving Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, 's employees, consultants, attorneys and Agents provided, that in each case such individuals independent contractors under an obligation of confidentiality and entities have a specific restricted use who need to know such Confidential Proprietary Information and are previously bound by written obligation of confidentiality and restriction for the purposes authorized under this Agreement. The Receiving Party shall treat the Proprietary Information with at least the same degree of care and protection as rigorous as those set forth herein; it would use with respect to its own proprietary information. The foregoing obligations shall survive for a period of five (ii5) Improvements years from the date of disclosure of the Proprietary Information. Without granting any right or Inventions owned license, the Disclosing Party agrees that the foregoing shall not apply with respect to information that the Receiving Party can establish (i) is in the public domain and is available at the time of disclosure or which thereafter enters the public domain and is available, through no improper action or inaction by the Receiving Party or any affiliate, agent or employee, or (ii) was in its possession or known by it prior to receipt from the extent required to exploit the grant of its rights under Article 11 of this Agreement; and Disclosing Party, or (iii) Confidential Information of was rightfully disclosed to it by another person without restriction, or (iv) is independently developed by the Receiving Party without access to such Proprietary Information, or (v) is required to be disclosed pursuant to any statutory or regulatory authority, provided the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written given prompt notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), requirement and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use disclosure is limited to the extent possible, or disclosure. Upon request(vi) is required to be disclosed by a court order, the Receiving Party shall return all copies of provided the Disclosing Party’s Confidential Information Party is given prompt notice of such order and provided the opportunity to the Disclosing Partycontest it.

Disclosure and Use. The Receiving Party shall: agrees (ai) maintain the confidentiality of to hold the Disclosing Party’s 's Confidential Information; Information in confidence and to take all necessary precautions to protect such Confidential Information (bincluding, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not disclose to divulge any such Confidential Information or any information derived there from to any third person, except independent contractors under an obligation of confidentiality and with a need to know for purposes authorized under this Agreement, (iii) not to make any use whatsoever at any time of such Confidential Information except as authorized under this Agreement, and (iv) not to remove or export any such Confidential Information from the country of the Receiving Party except as may be allowed by applicable export laws. The Receiving Party shall limit the use of and access to the Disclosing Party’s 's Confidential Information to any Third Party without the prior written consent of the Disclosing Receiving Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, 's employees, consultants, attorneys and Agents provided, that in each case such individuals independent contractors under an obligation of confidentiality and entities have a specific restricted use who need to know such [***] INDICATES THAT CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24b-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Confidential Information and are previously bound by written obligation of confidentiality and restriction for the purposes authorized under this Agreement. The Receiving Party shall treat the Confidential Information with at least the same degree of care and protection as rigorous as those set forth herein; it would use with respect to its own Confidential Information, but in no event less than a reasonable standard of care. The foregoing obligations shall survive for a period of five (ii5) Improvements years from the date of disclosure of the Confidential Information, except in the case of source code, in which case the foregoing obligations shall be perpetual. Without granting any right or Inventions owned license, the Disclosing Party agrees that the foregoing shall not apply with respect to information that the Receiving Party can establish (i) is in the public domain and is available at the time of disclosure or which thereafter enters the public domain and is available, through no improper action or inaction by the Receiving Party or any affiliate, agent or employee, or (ii) was in its possession or known by it prior to receipt from the extent required to exploit the grant of its rights under Article 11 of this Agreement; and Disclosing Party without restriction, or (iii) was rightfully disclosed to it by another person without restriction, or (iv) is independently developed by the Receiving Party without use of such Confidential Information of Information, or (v) is required to be disclosed pursuant to any statutory or regulatory authority, provided the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written given prompt notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), requirement and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use disclosure is limited to the extent possible, or disclosure. Upon request(vi) is required to be disclosed by a court order, the Receiving Party shall return all copies of provided the Disclosing Party’s Confidential Information Party is given prompt notice of such order and provided the opportunity to the Disclosing Partycontest it.

Disclosure and Use. The Receiving Party shall: agrees (ai) maintain the confidentiality of to hold the Disclosing Party’s Confidential Information; 's Proprietary Information in confidence and to take all necessary precautions to protect such Proprietary Information (bincluding, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not disclose to divulge any such Proprietary Information or any information derived therefrom to any third person, except independent contractors under an obligation of confidentiality and with a need to know for purposes authorized under this Agreement, (iii) not to make any use whatsoever at any time of such Proprietary Information except as authorized under this Agreement, and (iv) not to remove or export any such Proprietary Information from the country of the Receiving Party except as may be allowed by applicable export laws. The Receiving Party shall limit the use of and access to the Disclosing Party’s Confidential 's Proprietary Information to any Third Party without the prior written consent of the Disclosing Receiving Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, 's employees, consultants, attorneys and Agents provided, that in each case such individuals independent contractors under an obligation of confidentiality and entities have a specific restricted use who need to know such Confidential Proprietary Information and are previously bound by written obligation of confidentiality and restriction for the purposes authorized under this Agreement. The Receiving Party shall treat the Proprietary Information with at least the same degree of care and protection as rigorous as those set forth herein; it would use with respect to its own proprietary information. The foregoing obligations shall survive for a period of five (ii5) Improvements years from the date of disclosure of the Proprietary Information. Without granting any right or Inventions owned license, the Disclosing Party agrees that the foregoing shall not apply with respect to information that the Receiving Party can establish (i) is in the public domain and is available at the time of disclosure or which thereafter enters the public domain and is available, through no improper action or inaction by the Receiving Party or any affiliate, agent or employee, or (ii) was in its possession or known by it prior to receipt from the extent required to exploit the grant of its rights under Article 11 of this Agreement; and Disclosing Party, or (iii) Confidential Information of was rightfully disclosed to it by another person without restriction, or (iv) is independently developed by the Receiving Party without access to such Proprietary Information, or (v) is required to be disclosed pursuant to any statutory or regulatory authority, provided the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written given prompt notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), requirement and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use disclosure is limited to the extent possible, or disclosure. Upon request(vi) is required to be disclosed by a court order, the Receiving Party shall return all copies of provided the Disclosing Party’s Confidential Information Party is given prompt notice of such order and provided the opportunity to the Disclosing Partycontest it.

Disclosure and Use. The Receiving Party shallagrees: (a) maintain the confidentiality of to hold the Disclosing Party’s Confidential Information's Proprietary Information in confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials); (b) not disclose the Disclosing Party’s Confidential to divulge any such Proprietary Information or any information derived therefrom to any Third Party without the prior written consent of the Disclosing Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoingthird person, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, employees, consultants, and Agents provided, that in each case such individuals and entities have a specific need to know such Confidential Information and are previously bound by written except independent contractors under an obligation of confidentiality and restriction at least as rigorous as those set forth hereinwith a need to know for purposes authorized under this Agreement; (iic) Improvements or Inventions owned by the Receiving Party not to the extent required to exploit the grant make any use whatsoever at any time of its rights such Proprietary Information except as authorized under Article 11 of this Agreement; and (iiid) Confidential not to remove or export any such Proprietary Information from the country of the Receiving Party except as may be allowed by applicable export laws. The Receiving Party shall limit the use of and access to the Disclosing Party's Proprietary Information to the Receiving Party's employees, attorneys and independent contractors under an obligation of confidentiality and restricted use who need to know such Proprietary Information for the purposes authorized under this Agreement. The Receiving Party shall treat the Proprietary Information with at least the same degree of care and protection as it would use with respect to its own proprietary information. The foregoing obligations shall survive for a period of five (5) years from the date of disclosure of the Proprietary Information. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to information that the extent Receiving Party can establish: (i) is in the public domain and is available at the time of disclosure or which thereafter enters the public domain and is available, through no improper action or inaction by the Receiving Party or any affiliate, agent or employee; (ii) was in its possession or known by it prior to receipt from the Disclosing Party; (iii) was rightfully disclosed to it by another person without restriction; (iv) is independently developed by the Receiving Party without access to such disclosure Proprietary Information; (v) is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior be disclosed pursuant to any such use statutory or disclosure in accordance with Applicable Lawregulatory authority, provided the Receiving Disclosing Party shall provide written is given prompt notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), requirement and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use disclosure is limited to the extent possible; or disclosure. Upon request(vi) is required to be disclosed by a court order, the Receiving Party shall return all copies of provided the Disclosing Party’s Confidential Information Party is given prompt notice of such order and provided the opportunity to the Disclosing Partycontest it.

Disclosure and Use. The Receiving Party shall: (a) maintain the confidentiality of the Disclosing Party’s Confidential Information; (b) not disclose the Disclosing Party’s Confidential Information to any Third Party without Except with the prior written consent of the Disclosing Party; and , neither Party shall (ca) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) disclose any Confidential Information of the Disclosing Party other than to (i) its Affiliatesown officers, and to its and their directors, employees, consultantsattorneys, accountants, financial advisors and Agents providedcontractors who are actively involved in fulfilling the obligations and/or exercising the rights of the Receiving Party under this Agreement, that in each case such individuals (ii) its Officers and entities have members of its Board of Directors or (iii) on a specific need to know such Confidential Information basis, those who are actively involved in analyzing and are previously bound by written obligation of confidentiality advising the Receiving Party for legal, accounting or financial purposes (including preparing or reviewing a Party’s financial reports) and restriction at least as rigorous as those set forth herein; with respect to (i), (ii) Improvements or Inventions owned by the Receiving Party to the extent required to exploit the grant of its rights under Article 11 of this Agreement; and (iii) who have signed a non-disclosure agreement or are otherwise subject to confidentiality obligations; (b) use Confidential Information, except for fulfilling the obligations or, on a need to know basis, exercising the rights of the Receiving Party under this Agreement or analyzing and advising the Receiving Party on legal or financial matters; (c) make copies or allow others to make copies of such Confidential Information except in connection with disclosures pursuant to Section 14.2 (a) or (b) or as is reasonably necessary to fulfill the Receiving Party’s obligations or exercise its rights under this Agreement; or (d) remove or export any such Confidential Information from the country of the Disclosing Receiving Party in violation of Laws. This Section 14.2 (or the rest of the Agreement) shall not prevent a Party from using Confidential Information, Data or Services Information as is necessary to support or defend a Dispute within the meaning of Section 17 (Dispute Resolution; Arbitration), including any Disputes that arise pursuant to Section 13.6.2, and then only to the extent such disclosure is required to comply with Applicable Law that the arbitrators, or to defend or prosecute litigation; provideda court for Disputes governed by Section 13.6.2, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek enters an appropriate protective order regarding Confidential Information (or other confidential treatment or remedy Services Information) and the Party complies with Section 17.2.5 (Confidentiality of Proceedings), with such provisions applying mutatis mutandis to Disputes arising under Section 13.6.2. The Receiving Party shall treat the Confidential Information with at least the same degree of care and protection as it would use with respect to narrowing its own confidential information of a similar nature, but in no event less than a reasonable standard of care. The foregoing obligations shall survive for a period of five years following the scope termination or expiration of such use or disclosurethis Agreement, except in the case of source code, in which case the foregoing obligations shall be perpetual. Upon request, the Receiving Party shall return all copies of the Disclosing Party’s Confidential Information to the Disclosing Party14.3

Disclosure and Use. The Receiving Party shall: Except as expressly provided in Article I, this Section 25.2, Section 5.5 (aincluding for the Creditor's Committee as provided therein) maintain or (i) as required by a court of competent jurisdiction (including the confidentiality Bankruptcy Court), governmental entity or any liquidating trust for the benefit of creditors of the Disclosing Party’s Confidential Information; Enron Parties (bprovided that such liquidating trust enter into a confidentiality agreement on substantially the same terms as this Article XXV), or (ii) not disclose the Disclosing Party’s Confidential Information to any Third Party without with the prior written consent of UBS, which shall not be unreasonably withheld or delayed, to any potential lender of the Disclosing Party; Enron Parties solely in connection with obtaining financing from such lender (subject in each case to confidentiality arrangements reasonably satisfactory to UBS having been entered into to protect the confidentiality of such Confidential Information), Recipient shall not use or disclose Confidential Information and (c) shall prevent the use the Disclosing Party’s or disclosure of such information by Recipient's employees, agents, Affiliates and independent contractors. Recipient shall disclose Confidential Information only as necessary to fulfill those of its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, employees, consultants, agents and Agents provided, that in each case such individuals and entities independent contractors who have a specific need to know such Confidential Information and are previously bound by written obligation information for the performance of confidentiality and restriction at least this Agreement or as rigorous as those set forth herein; (ii) Improvements or Inventions owned by the Receiving Party necessary for any party to the extent required to exploit the grant of exercise its rights under Article 11 of this Agreement; hereunder. Recipient shall require all employees, agents and (iii) Confidential Information of the Disclosing Party independent contractors who have access to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use or disclosure. Upon request, the Receiving Party shall return all copies of the Disclosing Party’s Confidential Information to execute a confidentiality agreement limiting their use of such information and prohibiting them from disclosing such information to third parties. Recipient agrees not to reproduce or copy by any means Confidential Information without Discloser's prior written permission in each case, except as reasonably required to perform under this Agreement or to exercise its rights hereunder. In the Disclosing Partyevent that Recipient is ordered to disclose Discloser's Confidential Information pursuant to a requirement or order of any governmental authority, Recipient shall notify Discloser and take reasonable steps itself or in cooperation with Discloser to contest such requirement or order or otherwise reasonably protect Discloser's Confidential Information. ARTICLE XXVI ------------ MISCELLANEOUS PROVISIONS ------------------------

Disclosure and Use. The Receiving Party shall: (a) maintain the confidentiality of the Disclosing Party’s Confidential Information; (b) not disclose the Disclosing Party’s Confidential Information to any Third Party without the prior written consent of the Disclosing Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, employees, consultants, consultants and Agents provided, that in each case such individuals and entities have a specific need to know such Confidential Information and are previously bound by written obligation of confidentiality and restriction at least as rigorous as those set forth herein; (ii) Improvements or Inventions owned by the Receiving Party to the extent required to exploit the grant of its rights under Article 11 of this Agreement; and (iii) Confidential Information of the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use or disclosure. Upon request, the Receiving Party shall return all copies of the Disclosing Party’s Confidential Information to the Disclosing Party.

Disclosure and Use. The Receiving Party shall: (a) maintain the confidentiality of the Disclosing Party’s Confidential Information; (b) not disclose the Disclosing Party’s Confidential Information to any Third Party without Except as provided in Section 12.4 or below or with the prior written consent of the Disclosing Party; and (c) use , the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: will not (ia) disclose any Confidential Information of the Disclosing Party other than on a need-to-know basis to its Affiliatesown officers, and to its and their directors, employees, consultantsattorneys, accountants, financial advisors, joint ventures (i.e., the entity that is a joint venture of a Receiving Party) and contractors (and for such contractors and joint ventures, solely to the extent and only for the purpose of performing services in furtherance of the Receiving Party’s rights and obligations under this Agreement), who have signed a non-disclosure agreement or are otherwise subject to confidentiality obligations that protect the Disclosing Party’s Confidential Information, which non-disclosure agreement or confidentiality obligations are no less stringent than the terms set forth in this Section 12.2; (b) use Confidential Information, except as permitted under this Agreement or for fulfilling the obligations or exercising the rights of the Receiving Party under this Agreement (including, e.g., (i) when Yahoo! is the Receiving Party, for Yahoo!’s general operation and management of its portals using performance data from the Services and the Additional Services, in connection with formulating proposals to new Syndication Partners related to the Services or Additional Services or evaluating whether or not to exercise optional rights under this Agreement such as in connection with Mapping Services, and Agents provided(ii) when Microsoft is the Receiving Party, that in each case using Yahoo! Search Data for Microsoft’s development and operation of the Services, Additional Services and Other Platform Services); (c) make internal business copies or allow others to make copies of such individuals and entities have a specific need to know Confidential Information, except as permitted under this Agreement or for fulfilling the obligations or exercising the rights of the Receiving Party under this Agreement; or (d) remove or export any such Confidential Information and are previously bound by written obligation from the country of confidentiality and restriction at least as rigorous as those set forth herein; (ii) Improvements or Inventions owned by the Receiving Party to in violation of Laws. The Receiving Party shall treat the extent required to exploit the grant of its rights under Article 11 of this Agreement; and (iii) Confidential Information of the Disclosing Party Party, and will cause its officers, directors, employees, attorneys, accountants, financial advisors, joint ventures and contractors to the extent treat such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure Confidential Information in accordance with Applicable Law, this Section 12 and with at least the Receiving Party shall provide written notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the same degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy care and protection as it would use with respect to narrowing its own Confidential Information of a similar nature, but in no event less than a reasonable standard of care. Each party will ensure that each of its Affiliates that is a Receiving Party complies with its obligations under Section 12.1 and this Section 12.2. The foregoing obligations shall survive for a period of three years [*] Indicates that certain information in this exhibit has been omitted and filed separately with the scope Securities and Exchange Commission. Confidential treatment has been requested with respect to omitted portions. following the termination or expiration of this Agreement; except that with respect to Yahoo! Search Data, Microsoft PDA Listings Data, source code, algorithms, and Confidential Information related to fraud, security or privacy, such use or disclosureobligations will survive indefinitely. Upon requestFor avoidance of doubt, the Receiving Party shall return all copies obligations set forth in this Section 12 are in addition to, and without limitation of, the provisions of the Disclosing Party’s Confidential Information to the Disclosing PartySection 13.