Common use of Confidential Information Clause in Contracts

Confidential Information. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

Confidential Information. Each party (as “Receiving Party”) agrees that all codeacknowledges that, inventionsin the course of the performance of this Agreement, know-how, business, technical it may learn certain confidential and financial proprietary information it obtains from about the disclosing party other party’s (“Disclosing Party”) business and operations including, but not limited to, products, marketing, distribution, technology, know-how, charges, pricing, intellectual property rights, software, tools, business information, or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party customer data, information or personal health information (“Confidential Information”), provided . Receiving Party agrees that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be will keep all Confidential Information due to the nature of the information disclosed strictly confidential, and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and that it will not use Confidential Information of Exasol without for any marking or further designation. Except as expressly authorized hereinother purpose other than to exercise its rights and responsibilities under this Agreement, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered resell, transfer, or otherwise disclose such information to be a third any third-party according to this Section, but without the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Disclosing Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it specific, prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such informationwritten consent. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulationemployees, law or court order, but only to the minimum extent required to comply with such regulation or order contractors and (to the extent permissible) with advance notice to the Disclosing Party. The affiliates of Receiving Party acknowledges that disclosure have a need to know, solely for the purpose of assisting Receiving Party to facilitate the transactions contemplated hereunder, and only subsequent to such persons having executed nondisclosure agreements with confidentiality obligations at least as restrictive as those contained herein. Receiving Party agrees that Disclosing Party is and shall remain the exclusive owner of Confidential Information would cause substantial harm disclosed hereunder and all patent, copyright, trade secret, trademark and other intellectual property rights therein. Receiving Party shall, upon the request of Disclosing Party, return to Disclosing Party or destroy all drawings, documents and other tangible manifestations of Confidential Information received by Receiving Party pursuant to this Agreement (and all copies and reproductions thereof). The obligations in this provision shall remain in effect following termination of this Agreement. Specifically excluded from this confidentiality obligation is all information that: (i) was in the Receiving Party’s legitimate possession prior to receipt of such information from Disclosing Party; (ii) is independently developed by personnel of Receiving Party without any use of or reference to the Confidential Information; (iii) was rightfully received from third parties and, to the best knowledge of Receiving Party, without an obligation of confidentiality to Disclosing Party; (iv) is in the public domain through means other than by breach of this Agreement by Receiving Party; or (v) is disclosed pursuant to any judicial or government request, requirement or order, provided that the Receiving Party takes reasonable steps to provide the Disclosing Party the ability to contest such request, requirement or order. The parties acknowledge that Confidential Information has competitive value and that irreparable damage may result to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by if the Receiving Party discloses Confidential Information. The parties agree that legal proceedings at law or in equity, including without limitation injunctive relief, are appropriate in the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawevent of a breach hereof without the duty of posting bond.

Confidential Information. 5.1 Each party Party (as the “Receiving Party”) agrees acknowledges that all code, inventions, know-how, business, technical and financial it will have access to certain confidential information it obtains from of the disclosing party other Party (the “Disclosing Party”) or concerning the Disclosing Party’s Affiliates constitute business, plans, customers, software, technology and products, other information held in confidence by the Disclosing Party, and Personal Data. In addition, a Disclosing Party’s confidential property information will include (i) all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should be considered confidential, and (ii) the TCP Technology and related algorithms, logic, design, specifications, and coding methodology, and to the extent permitted by law, the terms and conditions of this Agreement, but not its existence (all of the Disclosing Party (foregoing being referred to as “Confidential Information”), provided . 5.2 The Receiving Party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement, nor disclose to any third party (except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary), any of the Disclosing Party’s Confidential Information, and will take reasonable precautions to protect the confidentiality of such Confidential Information in at least the same manner as is identified as confidential at necessary to protect its own Confidential Information and in accordance with applicable data protection laws. To the time of disclosure or should be reasonably known by extent that the Receiving Party is permitted to be retransmit any Confidential Information due it receives from the Disclosing Party, the mode of retransmission must be at least as secure as the mode by which the Disclosing Party transmitted the Confidential Information to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall Receiving Party. 5.3 Information will not be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can documenthereunder if such information: (i) was rightfully in its possession or is known to it the Receiving Party prior to receipt from the Disclosing Party, whether directly or indirectly, from a source other than one having an obligation of confidentiality to the Confidential InformationDisclosing Party; (ii) is or has become public knowledge through no fault becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party, whether directly or indirectly, from a source other than one having an obligation of confidentiality to the Disclosing Party; (iii) is rightfully obtained becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party from a third party without breach of any confidentiality obligationParty; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law without use of or court order, but only reference to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawInformation.

Confidential Information. Each (a) During the term of this Agreement, certain confidential non-public information and materials (x) of the Company and the other members of the Group may be disclosed to the Stockholders and (y) of the Stockholders and their respective direct or indirect partners, stockholders or members may be disclosed to the Company and the other members of the Group (each party (as providing such information, a “Providing Party” and each party receiving such information, a “Receiving Party”). It is agreed that such materials, information and data (including all reports, analysis, compilations, data, studies and other materials which contain or otherwise reflect or are based on such materials, information or data) agrees that all code(collectively, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”)) constitute the property of the Providing Party, provided and that it is identified as each Receiving Party shall, and shall cause its Representatives to, maintain strictly confidential and not disclose such Confidential Information, other than to its Representatives who need to know such Confidential Information in connection with this Agreement or the businesses of the Group or use Confidential Information for any purpose other than for the specific purpose for which such Confidential Information has been disclosed to such Receiving Party, without the prior written consent of the Providing Party at any time. Each Receiving Party agrees to ensure that its Affiliates, directors, officers, employees and agents will comply with this Section 7.01 and shall be liable for any breach hereof by such Persons. (b) The obligation to maintain in confidence all Confidential Information shall survive for a period of eighteen (18) months from the date of termination of this Agreement, but shall not apply to (i) any information which was known to a Receiving Party at or prior to the time of its disclosure by a Providing Party; (ii) any information which becomes lawfully known to a Receiving Party without any obligation of confidentiality to the Providing Party or should be reasonably its Affiliates at any time through a third party not known by the such Receiving Party to be Confidential Information due in breach of an obligation of confidentiality; (iii) any information which is or becomes known to the nature general public through no fault of the a Receiving Party; (iv) any information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided which is developed by Exasol (a Receiving Party or its agents) shall be deemed trade secret Representatives independently of disclosure by the disclosing Person and Confidential Information of Exasol without any marking reference to or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the reliance on Confidential Information; (iiv) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the any information which a Receiving Party from a third party without breach or its Representatives is required by applicable Law to disclose, provided that written notice of any confidentiality obligation; or such disclosure under this clause (ivv) is independently developed by employees of the Receiving Party who had no access to such information. In additionshall, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent legally permissible) with advance notice , be given promptly to the Disclosing Party. The Receiving Providing Party acknowledges so that it may take reasonable actions to avoid and minimize the extent of such disclosure; (vi) any disclosure of Confidential Information would cause substantial harm by Univar NV, the CD&R Investor Parties, Temasek Investor or their respective Representatives to the Disclosing Party that could not be remedied limited partners of the private equity funds managed by CD&R Manager or controlled by Affiliates of CD&R Investor (in the case of the CD&R Investor Parties) or the limited partners of the private equity funds controlled by the payment CVC GPs or Affiliates of damages alone Univar NV or the Affiliates of Temasek Investor (in the case of Temasek Investor), in each case that is not inconsistent with such funds’ past practices of providing information regarding portfolio companies to limited partners or Affiliates, (vii) disclosure to other Stockholders, (viii) in the case of the Mezzanine Investors and therefore that upon the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investors, information received by them pursuant to any such disclosure indenture, credit agreement or similar agreement, the treatment of which is governed by the Receiving Party confidentiality provisions thereof or (ix) disclosure to any proposed Transferee to whom such proposed Transfer would be permitted under Section 4.01 as long as such proposed Transferee agrees to be bound by the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawprovisions of this Section 7.01 as if a Stockholder.

Confidential Information. Each party (as “Receiving Party”) agrees may have access to information that all code, inventions, know-how, business, technical and financial information it obtains from is confidential to the disclosing other party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”). For purposes of this Agreement, provided Confidential Information shall include any information that it is clearly identified as confidential in writing at the time of disclosure or should be reasonably known by as confidential as well as any information that, based on the Receiving Party circumstances under which it was disclosed, a reasonable person would believe to be confidential. Customer’s Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosureshall include, but not be limited to, Customer Data. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and A party’s Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to include information which the Receiving Party can document: that (i) was rightfully in its possession is or known to it prior to receipt becomes a part of the Confidential Informationpublic domain through no act or omission of the other party; (ii) is was in the other party’s lawful possession prior to the disclosure without any obligation of confidentiality and had not been obtained by the other party either directly or has become public knowledge through no fault of indirectly from the Receiving Partydisclosing party; (iii) is rightfully obtained lawfully disclosed to the other party by the Receiving Party from a third party without breach of any confidentiality obligationrestriction on disclosure; or (iv) is independently developed by employees the other party without use of or reference to the Receiving other party’s Confidential Information, as established by written records. The parties agree to use commercially reasonable efforts not to make each other’s Confidential Information available in any form to any third party. Notwithstanding the foregoing, Customer acknowledges and agrees that Vendor may disclose Customer’s Confidential Information to its Third Party Vendors solely to the extent necessary to provide products or services under this Agreement. This Section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that a party who had no access has been subpoenaed or otherwise compelled by a valid law or court order to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only (the “Responding Party”) shall first have given sufficient and prompt written notice to the minimum other party of the receipt of any subpoena or other request for such disclosure, so as to permit such party an opportunity to obtain a protective order or take other appropriate action. The Responding Party will cooperate in the other party's efforts to obtain a protective order or other reasonable assurance that confidential treatment will be afforded the Confidential Information. If the Responding Party is compelled as a matter of law to disclose the Confidential Information, it may disclose to the party compelling the disclosure only that part of the Confidential Information as is required by law to be disclosed. Notwithstanding anything to the contrary in this Agreement, Content is not included in Confidential Information as defined above. To the extent Vendor has any access to Content in the course of providing the Services, Vendor’s entire obligation to keep Content confidential is stated in this Section below. Vendor shall not, intentionally (i) access Customer’s Content or (ii) disclose Customer’s Content to any third party, except to the extent: (a) Customer makes its Content publicly available, (b) as necessary for Vendor to provide, or obtain third-party supplier support for, the Services or to provide information requested by Customer, or (c) as specifically authorized by Customer in writing. Vendor’s obligation to protect Content from unauthorized use, access or disclosure is: (i) to provide the Security Services specifically set forth in this Agreement and (ii) maintain and enforce the then-current standard Vendor security policies and standards applicable to the Services as practiced at the service locations from which Vendor is providing the Services to Customer. The obligations in this Section shall not apply to the recipient of Confidential Information and/or Vendor with respect to Content to the extent disclosure of Confidential Information or Content is required to comply with such regulation laws or order and (respond to requests by a regulatory or judicial body and/or as otherwise required for legal process. In the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges event that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by is required, the Receiving Party recipient, and/or Vendor with respect to Content, reserves the Disclosing Party shall be entitled right to appropriate equitable relief in addition charge the other party on a time-and-materials basis for recipient’s/Vendor’s reasonable efforts related to whatever remedies it might have at lawits compliance and response, including, if applicable, reasonable attorney’s fees.

Confidential Information. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, privacy and/or security reports, business, technical and financial information it obtains and trade secrets obtained from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. The SoftwareAny AvePoint technology, Documentationperformance information relating to the Services, technical information and other code or data the terms and conditions of any type provided by Exasol (or its agents) this Agreement shall be deemed trade secret and Confidential Information of Exasol AvePoint without any marking or further designation. Except as expressly authorized herein, the Receiving Party will shall (1) hold in confidence and not use or disclose any Confidential Information. Affiliates Information to third parties except to its own or its Affiliates’ directors, officers, employees, auditors, agents, consultants or other representatives, provided that these persons have a clear need to know such Confidential Information in connection with the Purpose and are bound by an obligation of confidentiality no less restrictive than set forth in this Agreement, and provided that the Receiving Party will not considered to be a third party according to remains responsible for compliance by any such representative with the terms of this Section, but the Receiving Party shall procure that ; and (2) not use Confidential Information for any purpose other than fulfilling its Affiliates comply with obligations and exercising its rights under this Section 9Agreement. The Receiving Party’s non-disclosure obligation confidentiality obligations shall not apply to information which that the Receiving Party can document: : (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, The Receiving Party may disclose Confidential Information if so make disclosures to the extent required pursuant to a regulation, by law or court order, but only to provided the minimum extent required to comply with such regulation or order and (Receiving Party – to the extent permissible) with advance notice to legally permitted – notifies the Disclosing PartyParty in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could for which damages alone would not be remedied by the payment of damages alone a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

Confidential Information. ‌ 5.1 Each party Party (as the “Receiving Party”) agrees acknowledges that all code, inventions, know-how, business, technical and financial it will have access to certain confidential information it obtains from of the disclosing party other Party (the “Disclosing Party”) or concerning the Disclosing Party’s Affiliates constitute business, plans, customers, software, technology and products, other information held in confidence by the Disclosing Party, and Personal Data. In addition, a Disclosing Party’s confidential property information will include (i) all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should be considered confidential, and (ii) the TCP Technology and related algorithms, logic, design, specifications, and coding methodology, and to the extent permitted by law, the terms and conditions of this Agreement, but not its existence (all of the Disclosing Party (foregoing being referred to as “Confidential Information”), provided . 5.2 The Receiving Party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement, nor disclose to any third party (except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary), any of the Disclosing Party’s Confidential Information, and will take reasonable precautions to protect the confidentiality of such Confidential Information in at least the same manner as is identified as confidential at necessary to protect its own Confidential Information and in accordance with applicable data protection laws. To the time of disclosure or should be reasonably known by extent that the Receiving Party is permitted to be retransmit any Confidential Information due it receives from the Disclosing Party, the mode of retransmission must be at least as secure as the mode by which the Disclosing Party transmitted the Confidential Information to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall Receiving Party. 5.3 Information will not be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can documenthereunder if such information: (i) was rightfully in its possession or is known to it the Receiving Party prior to receipt from the Disclosing Party, whether directly or indirectly, from a source other than one having an obligation of confidentiality to the Confidential InformationDisclosing Party; (ii) is or has become public knowledge through no fault becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party, whether directly or indirectly, from a source other than one having an obligation of confidentiality to the Disclosing Party; (iii) is rightfully obtained becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party from a third party without breach of any confidentiality obligationParty; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law without use of or court order, but only reference to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawInformation.

Confidential Information. Each party (as “Receiving Party”) agrees that Confidential Information” is all code, inventions, know-how, business, technical and financial confidential information it obtains from the disclosing disclosed by a party (“Disclosing Party”) or to the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party other party (“Confidential InformationReceiving Party”), provided whether orally or in writing, that it is identified designated as confidential at the time of disclosure or that reasonably should be reasonably known by the Receiving Party understood to be Confidential Information due to confidential given the nature of the information disclosed and the circumstances surrounding the of disclosure. The SoftwareYour Confidential Information will include Your Data. Intermedia’s Confidential Information will include the Services (and any portion thereof), Documentationthe terms and conditions of this Agreement and any Schedules, and all related Service order forms, as well as Intermedia’s business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Intermedia. Confidential Information will not include any information and other code that (i) is or data becomes generally known to the public without breach of any type provided by Exasol obligation owed to the Disclosing Party, (or its agentsii) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, was known to the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt its disclosure by the Disclosing Party without breach of any obligation owed to the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Disclosing Party; , (iii) is rightfully obtained by the Receiving Party received from a third party without breach of any confidentiality obligation; obligation owed to the Disclosing Party, or (iv) is was independently developed by employees of the Receiving Party who had no access to such informationParty. In addition, The Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (binding orders of governmental entities that have jurisdiction over it; provided however that, to the extent permissible) with advance notice legally permitted by law to do so, the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to gives the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy, discloses only such Confidential Information as is required by the governmental entity, and uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information disclosed. You acknowledge that Intermedia, and its licensors, retain all intellectual property rights and title, in and to, all of their Confidential Information and/or other proprietary information. This shall include, but not be entitled to appropriate equitable relief limited to: products, services, and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in addition to whatever remedies it might have at lawconnection with the Services provided by Intermedia hereunder.

Confidential Information. Each party From and after the date hereof, each Party (as each, a “Receiving Party”) agrees that all codein possession of any other Party’s (each, inventions, know-how, business, technical and financial information it obtains from the disclosing party (a “Disclosing Party”) or Confidential Information shall (a) hold, and shall cause its Subsidiaries and Affiliates and its and their shareholders, partners, members, directors, officers, employees, agents, consultants, advisors, lenders, potential lenders, investors, potential investors and other representatives (the “Representatives”) to hold all Confidential Information of each Disclosing Party in strict confidence with at least the same degree of care that applies to such Receiving Party’s confidential and proprietary information, (b) not use such Confidential Information, except as expressly permitted by such Disclosing Party’s Affiliates constitute , and (c) not release or disclose such Confidential Information to any other Person, except its Representatives or except as required by applicable Law; provided that notwithstanding the confidential property foregoing, a Receiving Party shall be permitted to (i) disclose any Confidential Information to the extent required by court order or under applicable Law (provided, that it shall (A) exercise commercially reasonable efforts to preserve the confidentiality of such Confidential Information, (B) to the extent legally permissible, use commercially reasonable efforts to provide the Disclosing Party in advance of such disclosure, with copies of any Confidential Information it intends to disclose (“Confidential Information”and, if applicable, the text of the disclosure language itself), provided that it is identified and (C) reasonably cooperate with the Disclosing Party and its Affiliates to the extent they may seek to limit such disclosure), (ii) make a public announcement regarding such matters (A) as confidential at the time of disclosure or should be reasonably known agreed to in writing by the Receiving Disclosing Party to be Confidential Information due to or (B) as required by the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data provisions of any type provided by Exasol securities laws or the requirements of any exchange on which any Party’s securities may be listed, or (or its agentsiii) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Information to its Affiliates and its and their Representatives (it being understood that the Persons to whom such disclosure is made will be informed of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt confidential nature of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required and instructed to keep such Confidential Information confidential pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawterms hereof).

Confidential Information. Each party From and after the date hereof, each Party (as each, a “Receiving Party”) agrees that all codein possession of any other Party’s (each, inventions, know-how, business, technical and financial information it obtains from the disclosing party (a “Disclosing Party”) or Confidential Information shall (a) hold, and shall cause its Subsidiaries and Affiliates and its and their shareholders, partners, members, directors, officers, employees, agents, consultants, advisors, lenders, potential lenders, investors, potential investors and other representatives (the “Representatives”) to hold all Confidential Information of each Disclosing Party in strict confidence with at least the same degree of care that applies to such Receiving Party’s confidential and proprietary information, (b) not use such Confidential Information, except as expressly permitted by the Disclosing Party’s Affiliates constitute , and (c) not release or disclose such Confidential Information to any other Person, except its Representatives or except as required by applicable Law; provided that notwithstanding the confidential property foregoing, a Receiving Party shall be permitted to (i) disclose any Confidential Information to the extent required by court order or under applicable Law (provided, that it shall (A) exercise commercially reasonable efforts to preserve the confidentiality of such Confidential Information, (B) to the extent legally permissible, use commercially reasonable efforts to provide the Disclosing Party in advance of such disclosure, with copies of any Confidential Information it intends to disclose (“Confidential Information”and, if applicable, the text of the disclosure language itself), provided that it is identified and (C) reasonably cooperate with the Disclosing Party and its Affiliates to the extent they may seek to limit such disclosure), (ii) make a public announcement regarding such matters (A) as confidential at the time of disclosure or should be reasonably known agreed to in writing by the Receiving Disclosing Party to be Confidential Information due to or (B) as required by the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data provisions of any type provided by Exasol securities laws or the requirements of any exchange on which any Party’s securities may be listed, or (or its agentsiii) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Information to its Affiliates and its and their Representatives (it being understood that the Persons to whom such disclosure is made will be informed of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt confidential nature of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required and instructed to keep such Confidential Information confidential pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawterms hereof).

Confidential Information. Each party (as “Receiving Party”) agrees that all codeacknowledges that, inventionsin the course of the performance of this Agreement, know-how, business, technical it may learn certain confidential and financial proprietary information it obtains from about the disclosing party other party’s (“Disclosing Party”) business and operations that has been identified as “confidential” or proprietary or that the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing receiving Party knows or has reason to know to be confidential, including, without limitation, patient data, information or personal health information (“Confidential Information”), provided . Receiving Party agrees that it is identified as confidential at will keep all such information strictly confidential, and that it will not use it for any other purpose other than to exercise its rights and responsibilities under this Agreement, that it will not resell, transfer, or otherwise disclose such information to any third party without the time of disclosure or should be reasonably known by the Disclosing Party’s specific, prior written consent. Receiving Party to be agrees that Disclosing Party is and shall remain the exclusive owner of Confidential Information due disclosed hereunder and all patents, copyrights, trade secrets, trademarks and other intellectual property rights therein. Receiving Party shall, upon the request of Disclosing Party, return to the nature Disclosing Party all drawings, documents and other tangible manifestations of the information disclosed Confidential Information received by Receiving Party pursuant to this Agreement (and the circumstances surrounding the disclosureall copies and reproductions thereof). The Software, Documentation, technical obligations in this provision shall remain in effect following termination of this Agreement. Specifically excluded from the Parties’ confidentiality obligation is all information and other code or data of any type provided by Exasol that: (or its agentsa) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, was in the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its legitimate possession or known to it prior to receipt of the Confidential Informationsuch information from Disclosing Party; (iib) is or has become public knowledge through no fault that can be proven to have been independently developed by personnel of the Receiving Party; (iiic) was rightfully received from third parties and, to the best knowledge of Receiving Party, without an obligation of confidentiality to Disclosing Party; (d) is rightfully obtained in the public domain through means other than by breach of this Agreement by Receiving Party; or (e) is disclosed pursuant to any judicial or government request, requirement or order, provided that the Receiving Party from a third party without breach of any confidentiality obligation; takes reasonable steps to provide the Disclosing Party the ability to contest such request, requirement or (iv) is independently developed by employees of the Receiving Party who had no access to such informationorder. In addition, Receiving Party may disclose The parties acknowledge that Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order has competitive value and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm irreparable damage may result to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by if the Receiving Party discloses Confidential Information. The parties agree that legal proceedings at law or in equity, including injunctive relief, are appropriate in the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawevent of a breach hereof without the duty of posting bond.

Confidential Information. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute Any Party receiving Confidential Information shall maintain the confidential property and proprietary status of the Disclosing Party (“such Confidential Information”), provided keep such Confidential Information and each part thereof within its possession or under its control sufficient to prevent any activity with respect to the Confidential Information that it is identified as confidential not specifically authorized by this Agreement, use commercially reasonable efforts to prevent the disclosure of any Confidential Information to any other Person, and use commercially reasonable efforts to ensure that such Confidential Information is used only for those purposes specifically authorized herein; provided, however, that such restriction shall not apply to any Confidential Information which is (a) independently developed by the receiving Party, (b) in the public domain at the time of disclosure its receipt or should be reasonably known by the Receiving Party to be Confidential Information due to the nature thereafter becomes part of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge domain through no fault of the Receiving receiving Party; , (iiic) is rightfully obtained by the Receiving Party received without an obligation of confidentiality from a third party without breach having the right to disclose such information, (d) released from the restrictions of this Section 3.5 by the express written consent of the disclosing Party, (e) disclosed to any assignee, sublicensee or subcontractor of either Licensor or Licensee hereunder (if such assignee, sublicense or subcontractor is subject to the provisions of this Section 3.5 or comparable provisions of such other documents), or (f) required by law, statute, rule or court order to be disclosed (the disclosing party shall, however, use commercially reasonable efforts to obtain confidential treatment of any confidentiality obligation; such disclosure). The obligations set forth in this Section 3.5 shall survive for a period of five (5) years from the termination or (iv) is independently developed by employees expiration of this Agreement. Without limiting the generality of the Receiving Party who had no access foregoing, Licensor and Licensee each shall use commercially reasonable efforts to such informationobtain confidentiality agreements from its respective employees and agents, similar in scope to this Section 3.5, to protect the Confidential Information. In addition, Receiving Party may disclose Licensor agrees to treat the Licensor Technology as Confidential Information if so required pursuant to a regulation, law or court order, but only of Licensee. Notwithstanding anything to the minimum extent required contrary herein, Licensor and Licensee shall each be deemed to comply with such regulation or order and (to have satisfied its obligations under this Section 3.5 if it protects the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm of the other Party with the same degree of care that it uses to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawprotect its own similar Confidential Information.

Confidential Information. Each party During the course of this Agreement, each Party (as the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial certain confidential and/or proprietary information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”), provided . The Receiving Party agrees to protect the Confidential Information in the same manner that it is identified as protects the confidentiality of its own confidential at the time and/or proprietary information of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature like kind, but in no event using less than a reasonable standard of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designationcare. Except as expressly authorized hereinwith the Disclosing Party’s prior written consent, the Receiving Party will hold in confidence and shall not (a) disclose or use or disclose any Confidential Information. Affiliates Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Receiving Party will not considered Confidential Information available to be any party, except on a third party according “need to this Section, but know” basis to the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure obligation and non-use provisions substantially similar to those set forth herein. Confidential Information shall not apply to include any information which the Receiving Party can document: that (i) was rightfully in its possession is or becomes generally known to it prior to receipt the public, other than as a result of the Confidential Information; (ii) is an act or has become public knowledge through no fault omission of the Receiving Party; (iiiii) is was rightfully obtained by known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any confidentiality obligationobligation owed to the Disclosing Party; or (iv) is was independently developed by employees of the Receiving Party who had no access to such informationwithout use of or reliance on Confidential Information. In addition, If the Receiving Party may disclose Confidential Information if so is required pursuant to a regulation, by applicable law or court orderregulation to disclose or otherwise report Confidential Information, but only to the minimum extent it shall provide prompt notice of such required to comply with such regulation or order and disclosure (to the extent permissiblelegally permitted) with advance notice and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that Therefore, upon any such disclosure by the Receiving Party breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to whatever any other remedies it might have available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at lawthe Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. Each 7.1 The Receiving Party agrees: (a) not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from without the disclosing party (“prior written consent of the Disclosing Party”; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to Subcontractors and their Affiliates, and their respective officers, directors, managers, members, representatives, employees, consultants and legal advisors who have a "need to know" and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth herein; (b) to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement or, in the case of District, to make use of the Services and Deliverables; and (c) to promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of the Disclosing Party. 7.2 If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide: (a) prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (b) reasonable assistance, at the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”)sole cost and expense, provided that it is identified as confidential at the time of in opposing such disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the seeking a protective order or other limitations on disclosure. The SoftwareIf, Documentation, technical information after providing such notice and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except assistance as expressly authorized required herein, the Receiving Party will hold in confidence and not use or remains required by Law to disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure disclose no more than that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt portion of the Confidential Information; (ii) is or has become public knowledge through no fault Information which, on the advice of the Receiving Party; (iii) is rightfully obtained by 's legal counsel, the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent legally required to comply with such regulation or order and (to the extent permissible) with advance notice to disclose and, upon the Disclosing Party. The Receiving Party acknowledges 's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that disclosure of such Confidential Information would cause substantial harm to will be afforded confidential treatment. 7.3 Nothing in this Agreement shall prevent either Party from using any general methodologies or know-how contained in the Disclosing Party that could not be remedied by the payment unaided memory of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawParty’s personnel or those of its Affiliates developed or disclosed under this Agreement.

Confidential Information. Each Party may have access to information that is confidential to the other party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”). For purposes of this Agreement, provided Confidential Information shall include any information that it is clearly identified as confidential in writing at the time of disclosure or should be reasonably known by as confidential as well as any information that, based on the Receiving Party circumstances under which it was disclosed, a reasonable person would believe to be confidential. Client’s Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosureshall include, but not be limited to, Client Data. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and A party’s Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to include information which the Receiving Party can document: that (i) was rightfully in its possession is or known to it prior to receipt becomes a part of the Confidential Informationpublic domain through no act or omission of the other party; (ii) is was in the other party’s lawful possession prior to the disclosure without any obligation of confidentiality and had not been obtained by the other party either directly or has become public knowledge through no fault of indirectly from the Receiving Partydisclosing party; (iii) is rightfully obtained lawfully disclosed to the other party by the Receiving Party from a third party without breach of any confidentiality obligationrestriction on disclosure; or (iv) is independently developed by employees the other party without use of or reference to the Receiving Party who had no access other party’s Confidential Information, as established by written records. The parties agree to such informationuse commercially reasonable efforts not to make each other’s Confidential Information available in any form to any third party. In additionNotwithstanding the foregoing, Receiving Party Client acknowledges and agrees that the Licensor may disclose Client’s Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (its Third-Party Vendors solely to the extent permissible) with advance notice necessary to the Disclosing Partyprovide products or services under this Agreement. The Receiving Party acknowledges that This Article will not be construed to prohibit disclosure of Confidential Information would cause substantial harm to the Disclosing Party extent that could not be remedied by the payment of damages alone and therefore that upon any such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that a party who has been subpoenaed or otherwise compelled by a valid law or court order to disclose Confidential Information (the Receiving “Responding Party”) shall first have given sufficient and prompt written notice to the other party of the receipt of any subpoena or other request for such disclosure, so as to permit such party an opportunity to obtain a protective order or take other appropriate action. The Responding Party will cooperate in the Disclosing other party's efforts to obtain a protective order or other reasonable assurance that confidential treatment will be afforded the Confidential Information. If the Responding Party shall is compelled as a matter of law to disclose the Confidential Information, it may disclose to the party compelling the disclosure only that part of the Confidential Information as is required by law to be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawdisclosed.

Confidential Information. Each party (as “Receiving Party”) agrees that all codeacknowledges that, inventionsin the course of the performance of this Agreement, know-how, business, technical it may learn certain confidential and financial proprietary information it obtains from about the disclosing party other party’s (“Disclosing Party”) business and operations including, but not limited to, products, marketing, distribution, technology, know-how, charges, pricing, intellectual property rights, software, tools, business information, customer data, or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party personal health information (“Confidential Information”), provided . Receiving Party agrees that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can documentwill: (i) was rightfully in its possession or known to it prior to receipt of the keep all Confidential InformationInformation strictly confidential; (ii) is or has become public knowledge through no fault of the Receiving Partynot use Confidential Information for any purpose other than to exercise its rights and responsibilities under this Agreement; and (iii) is rightfully obtained by the Receiving Party from a not resell, transfer, or otherwise disclose such information to any third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such informationDisclosing Party’s specific, prior written consent. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulationemployees, law or court order, but only to the minimum extent required to comply with such regulation or order contractors and (to the extent permissible) with advance notice to the Disclosing Party. The affiliates of Receiving Party acknowledges that disclosure have a need to know, solely for the purpose of assisting Receiving Party to facilitate the transactions contemplated hereunder, and only subsequent to such persons having executed nondisclosure agreements with confidentiality obligations at least as restrictive as those contained herein. Receiving Party agrees that Disclosing Party is and shall remain the exclusive owner of Confidential Information would cause substantial harm disclosed hereunder and all patent, copyright, trade secret, trademark and other intellectual property rights therein. Receiving Party shall, upon the request of Disclosing Party, return to Disclosing Party or destroy all drawings, documents and other tangible manifestations of Confidential Information received by Receiving Party pursuant to this Agreement (and all copies and reproductions thereof). The obligations in this provision shall remain in effect following termination of this Agreement. Specifically excluded from this confidentiality obligation is all information that: (i) was in the Receiving Party’s legitimate possession prior to receipt of such information from Disclosing Party; (ii) is independently developed by personnel of Receiving Party without any use of or reference to the Confidential Information; (iii) was rightfully received from third parties and, to the best knowledge of Receiving Party, without an obligation of confidentiality to Disclosing Party; (iv) is in the public domain through means other than by breach of this Agreement by Receiving Party; or (v) is disclosed pursuant to any judicial or government request, requirement or order, provided that the Receiving Party takes reasonable steps to provide the Disclosing Party the ability to contest such request, requirement or order. The parties acknowledge that Confidential Information has competitive value and that irreparable damage may result to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by if the Receiving Party discloses Confidential Information. The parties agree that legal proceedings at law or in equity, including without limitation injunctive relief, are appropriate in the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawevent of a breach hereof without the duty of posting bond.

Confidential Information. Each party (as “a "Receiving Party”") agrees that all codeall, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“"Disclosing Party”") or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“"Confidential Information”"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. The SoftwareAny MaestroQA Technology, Documentationperformance information relating to any Services, technical information and other code or data the terms and conditions of any type provided by Exasol (or its agents) shall this Agreement will be deemed trade secret and Confidential Information of Exasol MaestroQA without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (a) hold in confidence and not use or disclose any Confidential InformationInformation to third parties other than as set forth in this Agreement and (b) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. Affiliates The Receiving Party may disclose Confidential Information to its employees, agents, Contractors and other representatives having a legitimate need to know (including, for MaestroQA, the third party service providers referenced in Section 3.1 (Subcontractors)), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Article 13 and that the Receiving Party will not considered to be a third party according to remains responsible for compliance by any such representative with the terms of this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9Article 13. The Receiving Party’s non-disclosure obligation shall 's confidentiality obligations will not apply to information which that the Receiving Party can document: (ia) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (iib) is or has become public knowledge through no fault of the Receiving Party; (iiic) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (ivd) is independently developed by employees of the Receiving Party who had no access to such information. In addition, The Receiving Party may disclose Confidential Information if so make disclosures to the extent required pursuant to a regulation, by law or court order, but only to the minimum extent required to comply with such regulation or order and (provided, to the extent permissible) with not prohibited by applicable law, the Receiving Party notifies the Disclosing Party in advance notice and cooperates, to the Disclosing Partyextent commercially reasonable, in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could for which damages alone would not be remedied by the payment of damages alone a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall will be entitled to seek appropriate equitable relief without the requirement of posting a bond in addition to whatever other remedies it might have at law.

Confidential Information. Each Confidential Information" means any and all information which is of a confidential, proprietary or trade secret nature that is furnished or disclosed by one party (to the other party under this Agreement and which is marked, or if disclosed orally identified contemporaneously with disclosure, as “Receiving Party”) agrees that all code"Confidential", inventions"Proprietary", know-how"Trade Secret" or in some other manner to indicate its confidential, business, technical and financial information it obtains from proprietary or trade secret nature. Without limiting the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property generality of the Disclosing Party (“Confidential Information”)foregoing, provided that it is identified as confidential at the time specific business terms of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) this Agreement shall be deemed trade secret and to be the Confidential Information of Exasol without both parties and all Source Materials for HyperSpace Products shall be deemed to be the Confidential Information of HyperSpace. Each party's Confidential Information will remain the property of such party and the other party will not be deemed by virtue of this Agreement or any marking access to such party's Confidential Information to have acquired any right or further designation. Except as expressly authorized herein, the Receiving Party will hold interest in confidence and not use or disclose to any such Confidential Information. Affiliates Each party shall, and shall cause its employees and agents to strictly maintain the confidentiality of the Receiving Party will Confidential Information of the other party and not considered disclose, disseminate or otherwise give such Confidential Information to any other person, firm, organization or third party, except for an employee or agent of such party who has a reasonable need to obtain access thereto in connection with the performance of such party's obligations under this Agreement and who has agreed in writing to not disclose, and not to use for any other purpose, such Confidential Information. Notwithstanding the foregoing, neither party shall be a third subject to the obligations of confidentiality set forth herein with respect to Confidential Information of the other party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can documentthat: (i) was rightfully in its possession is or becomes publicly known to it prior to receipt without violation by such party of the Confidential Informationthis Agreement; (ii) is or has become public knowledge through no fault already known to such party without restrictions at the time of its disclosure by the Receiving Partyother party, as evidenced by the written records of such party; (iii) is rightfully obtained after its disclosure by the Receiving Party from other party is made known to such party without restrictions by a third party without breach of any confidentiality obligationhaving the right to do so; or (iv) is independently developed by employees such party without reference to the Confidential Information of the Receiving Party who had no access other party; or (v) is legally required to be disclosed by such information. In addition, Receiving Party may disclose Confidential Information if so required party pursuant to a regulation, law or judicial order from a court order, but only of competent jurisdiction (provided that such party promptly informs the other party of the requirement and affords the other party a reasonable opportunity to contest the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawdisclosure).

Confidential Information. Each party (as “Receiving Party”) agrees that all codeacknowledges that, inventionsin the course of the performance of this Agreement, know-how, business, technical it may learn certain confidential and financial proprietary information it obtains from about the disclosing party other party’s (“Disclosing Party”) business and operations that has been identified as “confidential” or proprietary or that the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Receiving Party knows or has reason to know to be confidential, including, without limitation, patient data, information or personal health information (“Confidential Information”), provided . Receiving Party agrees that it is identified as confidential at will keep all such information strictly confidential, and that it will not use it for any other purpose other than to exercise its rights and responsibilities under this Agreement, that it will not resell, transfer, or otherwise disclose such information to any third-party without the time of disclosure or should be reasonably known by the Disclosing Party’s specific, prior written consent. Receiving Party to be agrees that Disclosing Party is and shall remain the exclusive owner of Confidential Information due disclosed hereunder and all patents, copyrights, trade secrets, trademarks and other intellectual property rights therein. Receiving Party shall, upon the request of Disclosing Party, return to the nature Disclosing Party all drawings, documents and other tangible manifestations of the information disclosed Confidential Information received by Receiving Party pursuant to this Agreement (and the circumstances surrounding the disclosureall copies and reproductions thereof). The Software, Documentation, technical obligations in this provision shall remain in effect following termination of this Agreement. Specifically excluded from the parties’ confidentiality obligation is all information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can documentthat: (i) was rightfully in its the Receiving Party’s legitimate possession or known to it prior to receipt of the Confidential Informationsuch information from Disclosing Party; (ii) is or has become public knowledge through no fault that can be proven to have been independently developed by personnel of the Receiving Party; (iii) is was rightfully obtained by received from third parties and, to the best knowledge of Receiving Party from a third party Party, without breach an obligation of any confidentiality obligationto Disclosing Party; or (iv) is independently developed in the public domain through means other than by employees breach of this Agreement by Receiving Party; or (v) is disclosed pursuant to any judicial or government request, requirement or order, provided that the Receiving Party who had no access takes reasonable steps to provide the Disclosing Party the ability to contest such informationrequest, requirement or order. In addition, Receiving Party may disclose The parties acknowledge that Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order has competitive value and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm irreparable damage may result to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by if the Receiving Party discloses Confidential Information. The parties agree that legal proceedings at law or in equity, including injunctive relief, are appropriate in the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawevent of a breach hereof without the duty of posting bond.

Confidential Information. (a) Each party (as “Receiving Party”) agrees that undertakes to retain in confidence the non-public terms of this Agreement and all code, inventions, other non-public information and know-howhow disclosed pursuant to this Agreement which is either designated as proprietary and/or confidential or by nature of the circumstances surrounding disclosure, businessought in good faith to be treated as proprietary and/or confidential, technical and all copies thereof and notes relating thereto ("Confidential Information"); provided, however, that each party hereto may disclose the terms and conditions of this Agreement to its immediate legal and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“consultants. The term "Confidential Information”), provided that it is identified as confidential " does not include any information which (i) at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due thereafter is generally available to the nature public (other than as a result of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code a disclosure directly or data of any type provided indirectly by Exasol (a party or its agents) shall be deemed trade secret and Confidential Information representatives in violation of Exasol without any marking or further designation. Except as expressly authorized hereinthis Agreement), the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of becomes available to a party on a non-confidential basis from a source other than the Receiving Party; other party or its representatives, provided that, to the receiving party's knowledge, such source was not prohibited from disclosing such information to such receiving party by a legal, contractual or fiduciary obligation owed to the other party, (iii) is rightfully obtained was in a party's possession or knowledge prior to its being furnished by or on behalf of the Receiving Party party, prohibited from disclosing such information to such party by a third party without breach of any confidentiality obligation; legal, contractual or fiduciary obligation owed to the other party, (iv) is independently developed by employees the receiving party independently of any disclosure of such Confidential Information by the disclosing party; or (v) whose disclosure is required by applicable law, rule or regulation. Each party agrees not to disclose the other party's Confidential Information to any third party without the prior written consent of the Receiving Party who had no access to such informationdisclosing party. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that A party's disclosure of Confidential Information would cause substantial harm as required by government or judicial order is not prohibited by this Agreement, provided that the disclosing party gives the other party prompt notice of such order and assists in the procurement of appropriate protective order (or equivalent) imposed on such disclosure. Nothing contained herein limits either party's right to develop products independently without the use of the other party's Confidential Information. Except as may otherwise be specified in a duly countersigned rider or amendment hereto, to the Disclosing Party that could extent not be remedied inconsistent with this Section 8, the terms of any non-disclosure agreement(s) entered into between the parties prior to this Agreement expressly survive the execution of this Agreement and are deemed incorporated herein by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawreference.

Confidential Information. Each party (as a) Absent the prior written consent of the disclosing Party (the “Disclosing Party”), the receiving Party (the “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or shall not use any of the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Confidential Information other than as required to perform this Agreement or exercise its rights hereunder, and shall not disclose any such Confidential Information to any Person, other than to its Subsidiaries (but not including Licensee’s Subsidiaries engaged in Separate Operations,) and their respective employees and counsel (and Persons described in Section 8.3(a) who need to know it for such Party to perform under this Agreement (“Confidential InformationRecipients”), provided that subject to commercially reasonable confidentiality agreements or obligations of confidentiality (and the provisions of Section 14.2 for Hilton Data). Each Party shall protect the security of the other Party’s Confidential Information with the same measures it uses to protect its own most sensitive information, and shall use at least a commercially reasonable standard of care in this regard. Each Party is identified as confidential at liable for any unauthorized use or disclosure of Confidential Information by it and its Recipients, and shall promptly notify the time of disclosure or should be reasonably known by other Party about (and cooperate with the Receiving other Party to be remediate) any instance of same. (b) Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information include Information (other than Hilton Data, for which the Receiving Party can documentsuch exceptions do not apply) that: (i) was rightfully in its the Receiving Party’s possession or known to it on a non-confidential basis prior to receipt the time of disclosure to such Party by or on behalf of the Confidential InformationDisclosing Party; (ii) is was or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only becomes generally available to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure public other than as a result of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such a disclosure by the Receiving Party or its Recipients; (iii) becomes available to such Party on a non-confidential basis from a source other than the Disclosing Party or its Recipients; (iv) was independently developed by the Receiving Party without the use of Confidential Information of the Disclosing Party; or (v) is required to be disclosed by applicable Laws, subpoena, legal process or document demand (or to enforce a Party’s rights under this Agreement), provided that the Receiving Party shall be entitled promptly inform the Disclosing Party of any such requirement, disclose no more Information than as required and cooperate with any efforts by the Disclosing Party to appropriate equitable relief in addition to whatever remedies it might have at lawobtain a protective order or similar treatment.

Confidential Information. Each party The Parties acknowledge and agree that during the term of this Agreement, each Party may acquire knowledge of the other Party’s Confidential Information (as “Receiving Party”defined below) in connection with its performance hereunder and agrees that to keep such Confidential Information in confidence during the term of this Agreement. "Confidential Information" includes but is not limited to all codeinformation, inventionswhether written or oral, know-howin any form, businessincluding without limitation, technical information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel data, Work Product (as defined herein) and financial other material or information it obtains from considered proprietary or marked as such by the disclosing party (“Disclosing Party”) Party relating to the current or the Disclosing Party’s Affiliates constitute the confidential property anticipated business or affairs of the Disclosing disclosing Party which is disclosed directly or indirectly to the recipient Party. In addition, Confidential Information means any third party's proprietary or confidential information disclosed to the recipient Party in the course of fulfilling the Agreement. Confidential Information does not include any information (“i) which the recipient Party lawfully knew without restriction on disclosure before the disclosing Party disclosed it to the recipient Party, (ii) which is now or becomes publicly known through no wrongful act or failure to act of the recipient Party, (iii) which the recipient Party developed independently without use of the Confidential Information”), provided that it as evidenced by appropriate documentation, or (iv) which is identified hereafter lawfully furnished to the recipient Party by a third party as confidential at a matter of right and without restriction on disclosure. In addition, the time of disclosure or should be reasonably known by the Receiving recipient Party may disclose Confidential Information which is required to be Confidential Information due disclosed pursuant to a requirement of a government agency or law so long as the recipient Party provides prompt notice to the nature disclosing Party of the information disclosed and the circumstances surrounding the such requirement prior to disclosure. The Softwarerecipient Party agrees not to copy, Documentation, technical information and other code alter or data of any type provided by Exasol (directly or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or indirectly disclose any Confidential Information. Affiliates of Additionally, the Receiving recipient Party will not considered agrees to be a third party according to this Section, but the Receiving Party shall procure that limit its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure internal distribution of Confidential Information would cause substantial harm to the Disclosing Party recipient Party's employees, agents or subcontractors who have a need to know, and to take steps to ensure that could not be remedied the dissemination is so limited, including the execution by the payment recipient Party's employees, agents or subcontractors of damages alone nondisclosure agreements with provisions substantially similar to those set forth herein. In no event will the recipient Party use less than the degree of care and therefore means that upon it uses to protect its own information of like kind, but in any event not less than reasonable care to prevent the unauthorized use of Confidential Information. The recipient Party further agrees not to use the Confidential Information except in the course of performing hereunder, and agrees not to use such disclosure by Confidential Information for its own benefit or for the Receiving benefit of any third party. The recipient Party agrees not to design or manufacture any products which incorporate Confidential Information of the Disclosing disclosing Party. All Confidential Information is and shall remain the property of the disclosing Party. Upon the disclosing Party's written request or the termination of this Agreement, the recipient Party shall be entitled return, transfer or assign to appropriate equitable relief in addition to whatever remedies it might have at lawthe disclosing Party all Confidential Information, including all Work Product, as defined herein, and all copies thereof.

Confidential Information. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from Party shall use at least the disclosing party (“Disclosing Party”) or same standard of care in the Disclosing Party’s Affiliates constitute the confidential property protection of Confidential Information of the Disclosing other Party (as it uses to protect its own confidential or proprietary information; provided, that such Confidential Information shall be protected in at least a reasonable manner. For purposes of this Agreement, with respect to each Party, “Confidential Information”)” includes all confidential or proprietary information and documentation of the other Party, provided that it is identified as confidential at including the time terms of disclosure this Agreement, and all of the other Party’s software, data, financial information all reports, exhibits and other documentation prepared by any of the other Party’s Subsidiaries or should be reasonably known by the Receiving Party to be Confidential Information due Affiliates, in each case, to the nature of extent provided or made available under, or in furtherance of, this Agreement. Each Party shall use the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking the other Party only in connection with the purposes of this Agreement and shall make such Confidential Information available only to its employees, subcontractors, or further designationagents having a “need to know” with respect to such purpose. Except as expressly authorized hereinEach Party shall advise its respective employees, the Receiving subcontractors, and agents of such Party’s obligations under this Agreement. The obligations in this Section 8.1 will not restrict disclosure by a Party will hold in confidence and not use or disclose any of Confidential Information. Affiliates Information of the Receiving other Party pursuant to applicable law, or by order or request of any court or government agency; provided, that prior to such disclosure the Party making such disclosure shall (at the other Party’s sole cost and expense), if legally permitted and reasonably practicable, (a) promptly give notice to the other Party, (b) cooperate with the other Party with respect to taking steps to respond to or narrow the scope of such order or request and (c) only provide such information as is required by law, court order or a final, non-appealable ruling of a court of proper jurisdiction. Confidential Information of a Party will not considered to be a third party according to afforded the protection of this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: Article VIII if such Confidential Information was (i) was rightfully in developed by the other Party independently as shown by its possession or known to it prior to receipt of the Confidential Information; written business records regularly kept, (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving other Party without restriction from a third party without breach party, (iii) publicly available other than through the fault or negligence of any confidentiality obligation; the other Party or (iv) is independently developed released by employees of the Receiving Party who had no access that owns or has the rights to such information. In addition, Receiving Party may disclose the Confidential Information if so required pursuant without restriction to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawanyone.

Confidential Information. (a) Each party (as “Receiving Party”) Party agrees that all code, inventions, know-how, business, technical and financial information it obtains from to take the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party necessary steps to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of protect any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking the other Party with at least the same degree of care that the receiving Party uses to protect its own confidential or further designationproprietary information of like kind, but not less than reasonable care. Except as expressly authorized herein, Neither Party shall use the Receiving Party will hold in confidence and not use or disclose any other Party’s Confidential Information. Affiliates of the Receiving Party will not considered Information other than to be a third party according perform Services pursuant to this Section, but the Receiving Party shall procure that its Affiliates comply with this Agreement or pursuant to Section 97.2 herein. The Receiving Party’s non-disclosure obligation of confidentiality hereunder shall not apply to information which the Receiving Party can document: that (i) was rightfully already in the possession of the receiving Party without restriction on its possession use or known to it disclosure prior to the receipt of the Confidential Information; information from the disclosing Party, (ii) is or has become becomes available to the general public knowledge through no act or fault of the Receiving receiving Party; , (iii) is rightfully obtained disclosed to the receiving Party by the Receiving Party from a third party without breach of any confidentiality obligation; restriction on its use or disclosure, (iv) is independently developed by employees and/or consultants of the Receiving receiving Party who have not had no access to such information. In additionthe disclosing Party’s Confidential Information, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only (v) is disclosed to the minimum extent required to comply with such regulation or order and (to receiving Party after the extent permissible) with advance receiving Party properly gave notice to the Disclosing Party. The Receiving disclosing Party acknowledges that disclosure of the receiving Party no longer desired to receive any additional Confidential Information would from the disclosing Party, or (vi) is required to be disclosed pursuant to judicial or governmental decree or order, provided that the disclosing Party is, where permitted, given prompt written notice of and the opportunity to defend against disclosure pursuant to such decree or order. (b) Upon any termination or expiration of this Agreement, at the written request of the other Party, each Party shall, and shall cause substantial harm any of its Affiliates or third-party vendors used in connection with the provision or receipt of the Services to, deliver to the Disclosing other Party (i) all records and data (including backup tapes, records and related information) received, computed, developed, processed and stored by it hereunder in a readable format reasonably acceptable to the other Party, and (ii) all other Confidential Information of such other Party, but excluding, in each case, (1) any information stored electronically in a back-up file pursuant to the receiving Party’s customary electronic back-up practices which may be retained by such Party solely for archival purposes and subject to the continuing confidentiality obligations set forth herein, and (2) any information obtained pursuant to Section 7.2 herein; provided that, in lieu of delivering all of the foregoing to the other Party, the relevant delivering Party may confirm in writing that could not be remedied by it has destroyed, or has caused Rank or the payment Company, as the case may be, to destroy, all of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawforegoing.

Confidential Information. Each All technology and know-how disclosed by one party (as the “Disclosing Party”) to another party (the “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party hereunder (“Confidential Information”)) shall be used solely and exclusively by Receiving Party in a manner consistent with the licenses granted hereunder and the purposes of this Agreement as stated in the preamble and recitals hereto; maintained in confidence by the Receiving Party; and shall not be disclosed to any non-party or used for any purpose except to exercise its rights and perform its obligations under this Agreement without the prior written consent of the Disclosing Party, provided except to the extent that it the Receiving Party can demonstrate by competent written evidence that such information: (a) is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to without obligations of confidentiality at the nature time of its receipt and, not through a prior disclosure by the information disclosed and Disclosing Party, as documented by the circumstances surrounding Receiving Party’s‌ business records; (b) is in the disclosure. The Software, Documentation, technical information and public domain other code or data than as a result of any type provided breach of this Agreement by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iiic) is rightfully obtained subsequently disclosed to the Receiving Party on a non-confidential basis by a third party who may lawfully do so; or (d) is independently discovered or developed by the Receiving Party from a third party without breach the use of any confidentiality obligation; or (iv) is independently developed Confidential Information provided by employees the Disclosing Party and, in the case of MPP as the Receiving Party, other than in connection with the MPP License Agreement, as documented by the Receiving Party’s business records. Notwithstanding the foregoing, none of the Receiving Party who had no access technology and know-how disclosed by Gilead through MPP under this Agreement shall be considered MPP’s Confidential Information. Instead, all technology and know-how disclosed by Gilead through MPP hereunder shall be deemed to be Gilead’s Confidential Information rather than MPP’s Confidential Information. Where any technology and know-how was originally disclosed by Licensee to MPP and, in turn, disclosed by MPP to Gilead, such informationtechnology and know-how shall be deemed to be Licensee’s Confidential Information. In additionWithin thirty (30) days after any expiration or termination of this Agreement, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order shall destroy (and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm certify to the Disclosing Party that could not be remedied such destruction) or return all Confidential Information provided by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party except as otherwise set forth in this Agreement. One (1) copy of the Confidential Information may be retained in the Receiving Party’s files solely for archival purposes as a means of determining any continuing or surviving obligations under this Agreement. The confidentiality obligations under this Agreement shall be entitled survive this Agreement for a period of five (5) years. To the extent Gilead receives any Confidential Information from Licensee relating to appropriate equitable relief EVG, EVG Product, EVG Combination Product or Quad Product, Gilead will have the right to disclose such Confidential Information to Japan Tobacco, provided such disclosure remains subject to the obligations of confidentiality and non-disclosure set forth in addition to whatever remedies it might have at lawthe Japan Tobacco Agreement.

Confidential Information. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so ; or (v) is required to be disclosed pursuant to a regulation, law or court order, order (but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party). Each party will only disclose Confidential Information to its employees, agents, representatives and authorized contractors (collectively “Representatives”) having a need to know for the purposes of this Agreement. Each party will notify and inform such Representatives of each party's limitations, duties, and obligations regarding use, access to, and nondisclosure of Confidential Information and will obtain or have obtained its Representatives' agreements to comply with such limitations, duties, and obligations with regard to such Confidential Information no less restrictive than those contained herein. Each party is liable for all acts and omissions of the Representatives related to the other party’s Confidential Information. Each party agrees to give notice to the other party immediately after learning of or having reason to suspect a breach of any of the proprietary restrictions set forth in this Section. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could for which damages alone would not be remedied by the payment of damages alone a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.. ATTACHMENT License Grant: Software

Confidential Information. Each party (as “Receiving Party”) agrees that All information disclosed or exchanged by the Parties under this Agreement, including all codeintellectual property related to the Products, inventions, know-how, business, technical and financial shall constitute confidential information it obtains from of the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (the “Confidential Information”), provided that it is identified as confidential at . Each Party agrees (i) to hold the time of disclosure or should be reasonably known by the Receiving Party to be other Party’s Confidential Information due in confidence and to take all reasonable precautions to protect such Confidential Information (including, without limitation, all precautions each Party employs with respect to its confidential materials, but in no case less than reasonable care), (ii) not to disclose such Confidential Information other than to its employees and agents who need to know such information and who are informed of the confidential nature of such information and bound by confidentiality and non-use obligations regarding such information, (iii) not to divulge any such Confidential Information or any information derived therefrom to any third person; provided, however, that if disclosure is required by a competent Government Authority, prior to such disclosure, the receiving Party shall give prompt written to the disclosing Party sufficient to allow the disclosing Party the opportunity to pursue its legal and equitable remedies regarding such potential disclosure, and the receiving Party shall (A) assert the confidential nature of the information disclosed Confidential Information to the Government Authority; (B) seek an appropriate protective order and/or narrow the scope of such order to only that portion of the Confidential Information which is required by law to be disclosed; (C) use its reasonable best efforts to obtain confidential treatment for any Confidential Information that is so disclosed; and (D) cooperate fully with the circumstances surrounding disclosing Party in protecting such disclosure; and (iv) not to remove or export from the disclosureUnited States and/or the Territory or re-export any such Confidential Information or any direct product thereof (e.g., Products by whomever made) unless expressly consented to in writing by the other Party and except in compliance with all licenses and approvals required under applicable local and foreign export laws and regulations. The Software, Documentation, technical information Any employee given access to any such Confidential Information must have a legitimate “need to know” and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without similarly bound in writing. Without granting any marking right or further designation. Except as expressly authorized hereinlicense, the Receiving Party will hold in confidence Parties agree that the foregoing sub-sections (i), (ii), (iii) and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation (iv) shall not apply with respect to information which the Receiving other Party can document: document (iW) is in or (through no improper action or inaction by the other Party, agent or employee enters) the public domain, or (X) was rightfully in its possession or known to by it prior to receipt of from the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving disclosing Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; , or (ivY) is was rightfully disclosed to it by another person without a duty of confidentiality owed to the other Party, or (Z) was independently developed by employees of the Receiving Party who had no it, by persons without access to such informationinformation and without use of any information of the other Party. In addition, Receiving Each Party may disclose must promptly notify the other Party of any information it believes comes within any circumstance listed in the immediately preceding sentence and will bear the burden of proving the existence of any such circumstance by clear and convincing evidence including contemporaneous written records. The Parties’ obligations under this Section 8 shall terminate five (5) years after the termination or expiration of this Agreement. Distributor shall use the Confidential Information if so required pursuant solely to a regulationpromote, law or court orderdistribute, but only to and sell the minimum extent required to comply with such regulation or order and (to Product through the extent permissible) with advance notice to Channels for the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to Permitted Use in the Disclosing Party that could not be remedied by Field in the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawTerritory.

Confidential Information. 8.1 Each party (as “Receiving Party will maintain in strict confidence all Confidential Information received from the other Party”) . Each Party agrees that all codeit will not use, inventionsdisclose to any third Person or grant use of such Confidential Information except to the extent required to achieve the Purpose or as otherwise authorized in advance by the other Party in writing. Each Party agrees to use at least the same standard of care as it uses to protect its own confidential information of a similar nature to ensure that its employees do not disclose or make any unauthorized use of such Confidential Information, know-howbut in no case less than a reasonable standard of care. Each Party will disclose the other Party’s Confidential Information only to those of such Party’s employees, businessand subject to the other Party’s prior written approval, technical consultants and contractors who need to know such information to assist the Party in achieving the Purpose. Each Party certifies that each such employee, consultant and contractor will have agreed in writing, either as a condition to employment or in order to obtain the other Party’s Confidential Information, to be bound by confidentiality terms and conditions substantially similar to those terms and conditions applicable to each Party under this Agreement. Each Party guarantees that any of its employees, consultants, contractors, etc. that receive the other Party’s Confidential Information hereunder will abide by the confidentiality and limited use obligations undertaken by a receiving Party under this Agreement. Each Party will promptly notify the other Party upon discovery of any unauthorized use or disclosure of such Party’s Confidential Information. 8.2 The Parties agree that the existence of this Agreement and its terms will also be considered Confidential Information and agree not to disclose the terms of this Agreement to a third Person without the prior written consent of the other Party, except (i) as required to enforce the terms of this Agreement, (ii) to financial information it obtains from the disclosing party institutions, accountants, advisors and counsel or (“Disclosing Party”iii) as required by statute, regulation or the Disclosing Party’s Affiliates constitute order of a court of competent jurisdiction. A disclosure of any Confidential Information (i) in response to a valid order by a court or other governmental body or (ii) as otherwise required by law will not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that the confidential property Party making such disclosure will provide prompt prior written notice thereof to the owner Party to enable the owner Party to seek a protective order or otherwise prevent such disclosure. 8.3 The foregoing obligations of confidentiality in this Section 8 will not apply to the extent that it can be established by the receiving Party by competent proof that such Confidential Information: (i) was generally available to the public or otherwise part of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential public domain at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is became generally available to the public or has become public knowledge through no fault otherwise part of the Receiving public domain after the owner Party disclosed such information to the receiving Party; , other than through any act or omission of the receiving Party in breach of this Section 8, or (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; was independently created or (iv) is independently developed by employees such Party without reference to the Confidential Information of the Receiving other Party. 8.4 A Party who had no access to such information. In addition, Receiving that receives product or material samples from the other Party may disclose Confidential Information if so required pursuant to a regulation, law shall not reverse engineer or court order, but only to analyze samples for chemical or structural composition without the minimum extent required to comply with such regulation or order and (to prior written consent of the extent permissible) with advance notice to the Disclosing disclosing Party. The Receiving Party acknowledges that disclosure results of all analyses of samples will be regarded as Confidential Information would cause substantial harm to of the Disclosing disclosing Party that could not and will be remedied treated by the payment receiving Party with the same strict confidentiality and restrictions on limited-use and disclosure as the other Confidential Information referred to above. The receiving Party will provide the disclosing Party with a written summary of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawthese analyses.

Confidential Information. Each party If either Party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial gains access to confidential information it obtains from of the disclosing party other Party (“Disclosing Party”) or concerning the Disclosing Party’s Affiliates constitute the confidential property 's prices, business, plans, technology, products, and other non-public information of the Disclosing Party (collectively, “Confidential InformationCI”), provided then the terms of this section will apply. CI includes all information in tangible or intangible form that is marked or designated as confidential by the Disclosing Party or that, under the circumstances of its disclosure, should be considered confidential. The Disclosing Party owns all right, title and interest, including all Intellectual Property Rights in the Disclosing Party's CI. Each Party agrees that it is identified will not use in any way, for its own benefit or the benefit of any third party, except as confidential expressly permitted by, or as required to implement, this Agreement, nor disclose to any third party (except as required by law or to such Party’s attorneys, accountants and other advisors as reasonably necessary), any of the Disclosing Party’s CI. Each Party will take reasonable precautions to protect the confidentiality of the other Party’s CI that are at least as stringent as it takes to protect its own CI. Information will not be deemed CI under this Agreement if (a) it was in the time of disclosure public domain or should be reasonably was known by to the Receiving Party prior to be Confidential Information due its receipt from the Disclosing Party from a source other than one having an obligation of confidentiality to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Disclosing Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (iib) is or it has become public knowledge publicly known, except through no fault a breach of this Agreement by the Receiving Party; (iiic) is it was rightfully obtained communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was communicated by Disclosing Party; (d) it has been entirely independently developed by the Receiving Party from a without use of or reference to the Disclosing Party’s CI; (e) it was communicated by the Disclosing Party to an unaffiliated third party without breach free of any confidentiality obligationobligation of confidence; or (ivf) it is independently developed information provided by employees of any LinkedIn Member to LinkedIn while utilizing LinkedIn’s services (i.e., pursuant to the Receiving Party who had no access to such informationUser Agreement). In additionNotwithstanding the above, the Receiving Party may disclose Confidential Information if so required pursuant to a regulationthe Disclosing Party’s CI, law or court orderwithout violating this Agreement, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that, the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to gives the Disclosing Party that could not be remedied by the payment reasonable prior written notice of damages alone and therefore that upon any such disclosure by the Receiving Party and makes a reasonable effort to obtain, or to assist the Disclosing Party shall in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the CI so disclosed be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawused only for the purposes for which the law or regulation required, or for which the order was issued.

Confidential Information. Each party (as “Receiving Party”a) agrees that all code, inventions, know-how, business, technical and financial information it obtains from Without the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property prior written consent of the Disclosing other Party to this Agreement, each Party shall treat all Confidential Information as confidential and secret and may not disclose the Confidential Information or use it other than for bona fide purposes connected with this Agreement or any other agreements or instruments to be executed and delivered pursuant to the terms hereof except that, subject to the terms of this Agreement, including, without limitation, Section 6.1(b), consent is not required for disclosure to: (i) a Representative of a Party, an Affiliate of a Party or a Representative of an Affiliate of a Party, as long as such Person is required to treat the Confidential Information as confidential on terms no less onerous than those contained herein or is otherwise subject to statutory professional confidentiality obligations or similar legal concepts under Applicable Law and is required to treat the Confidential Information as confidential (each such Person, a “Confidential InformationPermitted Disclosee”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving ; (ii) any Governmental Entity having jurisdiction over a Party to be Confidential Information due the extent required by Applicable Law; and (iii) any Person to the nature of the information disclosed and the circumstances surrounding the disclosure. The Softwareextent required by Applicable Law. (b) If a Party is requested pursuant to, Documentationor required by, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or Applicable Law to disclose any Confidential Information, such disclosing Party may make such disclosure pursuant to Section 6.1(a) but must first provide the other Party whose Confidential Information may be disclosed with prompt notice of such request or requirement, unless notice is prohibited by Applicable Law, in order to enable the other Party to seek an appropriate protective order or other remedy or to waive compliance with the terms of this Agreement or both. Affiliates of the Receiving The disclosing Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained oppose any action by the Receiving other Party from to seek such a third party without breach protective order or other remedy. If, failing the obtaining of a protective order or other remedy by the other Party, such disclosure is required, the disclosing Party will use reasonable efforts to minimize the extent of any confidentiality obligation; or (iv) is independently developed by employees of disclosure and to ensure that the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not will be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawafforded confidential treatment.

Confidential Information. Each (a) From time to time during the Term, either party (as the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or about the Disclosing Party’s Affiliates constitute business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether in written, electronic, or other form or media, that is marked, designated, or otherwise identified as “confidential”, or which a reasonable person would understand to be confidential or proprietary under the confidential property of the Disclosing Party circumstances (collectively, “Confidential Information”). For the avoidance of doubt, provided that it is identified as confidential DebtBook’s Confidential information includes the DebtBook IP and the Application Services source code and specifications. As used in the Agreement, “Confidential Information” expressly excludes any information that, at the time of disclosure or should be reasonably is (1) in the public domain; (2) known to the receiving party at the time of disclosure; (3) rightfully obtained by the Receiving Party to be Confidential Information due to on a non-confidential basis from a third party; or (4) independently developed by the nature of Receiving Party. (b) To the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided extent permitted by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized hereinapplicable law, the Receiving Party will hold the Disclosing Party’s Confidential Information in strict confidence and may not use disclose the Disclosing Party’s Confidential Information to any person or disclose any entity, except to the Receiving Party’s employees, officers, directors, agents, subcontractors, financial advisors, and attorneys who have a need to know the Confidential Information. Affiliates of Information for the Receiving Party will not considered to be a third exercise its rights or perform its obligations under the Agreement or otherwise in connection with the Services. Notwithstanding the foregoing, each party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum limited extent required (1) in order to comply with such regulation the order of a court or order and (other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the extent permissible) with advance order must first give written notice to the other party; or (2) to establish a party’s rights under the Agreement, including to make required court filings. (c) On the expiration or termination of the Agreement, the Receiving Party must promptly return to the Disclosing Party all copies of the Disclosing Party. The Receiving Party acknowledges that disclosure of ’s Confidential Information would cause substantial harm Information, or destroy all such copies and, on the Disclosing Party’s request, certify in writing to the Disclosing Party that could not be remedied by such Confidential Information has been destroyed. (d) Each party’s obligations under this Section are effective as of the payment Effective Date and will expire three years from the termination of damages alone and therefore the Agreement; provided, however, with respect to any Confidential Information that upon any constitutes a trade secret (as determined under applicable law), such obligations of non- disclosure by will survive the Receiving Party termination or expiration of the Disclosing Party shall be entitled Agreement for as long as such Confidential Information remains subject to appropriate equitable relief in addition to whatever remedies it might have at trade secret protection under applicable law. (e) Notwithstanding anything in this Section to the contrary, if Customer is a Government Entity, then DebtBook expressly agrees and understands that Customer’s obligations under this Section are subject in all respects to, and only enforceable to the extent permitted by, the public records laws, policies, and regulations of the Governing State.

Confidential Information. 10.1 Each party Party (as the “Receiving Party”) hereby agrees that all code, inventions, know-how, business, technical and financial information it obtains from (i) to hold the disclosing party other party’s (the “Disclosing Party”) Confidential Information in strict confidence and to take reasonable precautions to protect such Confidential Information (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 therefrom to any third person; (iii) not to make any use whatsoever at any time of such Confidential Information except as contemplated hereunder, (iv) not to remove or export from the Disclosing United States or re-export any such Confidential Information or any direct product thereof, except in compliance with, and with all licenses and approvals required under, applicable U.S. and foreign export laws and regulations, (v) not to copy or reverse engineer any such Confidential Information, and (vi) that any employee, subcontractor, or agent given access to any such Confidential Information must have a legitimate “need to know” and shall be bound in writing to comply with the Receiving Party’s Affiliates confidentiality obligations, whether generally or specific to this Agreement. 10.2 Except as otherwise provided in this Agreement, within thirty (30) calendar days of termination of this Agreement, the Receiving Party shall, destroy all materials that constitute the confidential property Confidential Information and/or Intellectual Property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due and upon request provide to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided Disclosing Party written certification signed by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly an authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates officer of the Receiving Party will not considered to be a third that all such information was so destroyed. Notwithstanding the foregoing, each party according to this Section, but the Receiving Party shall procure may retain Confidential Information that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: is (i) was rightfully in its possession stored on archival or known to it prior to receipt of the Confidential Information; back-up files or (ii) is required for compliance with applicable law, Payment Network Rules or has become public knowledge through no fault its obligations pursuant to this Agreement, provided that such party continues to maintain confidentiality of such Confidential Information pursuant to the Receiving Party; (iii) is rightfully obtained by terms of this Agreement. 10.3 Notwithstanding any provision in this Agreement to the Receiving Party from a third contrary, each party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so of the other party to the extent it is required to be disclosed pursuant to a regulation, law valid order or requirement of a governmental agency or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawcompetent jurisdiction.

Confidential Information. Each party (12.1 The parties each agree that all information contained in documents identified as “Receiving Party”) agrees that all code, inventions, know-how, business, technical confidential” and financial information it obtains from forwarded or otherwise disclosed to one by the disclosing party other for the purposes of this AGREEMENT (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”)) (i) are to be received in strict confidence, provided (ii) are to be used only for the purposes of this AGREEMENT, and (iii) are not to be disclosed by the recipient party, its agents or employees without the prior written consent of the other party, except to the extent that it is identified as confidential the recipient party can establish competent written evidence that such Confidential Information: a. was in the public domain at the time of disclosure disclosure; b. later became part of the public domain through no act or should be reasonably omission of the recipient party, its employees, agents, successors or assigns; c. was lawfully disclosed to the recipient party by a THIRD PARTY having the right to disclose it; d. was already known by the Receiving Party to be Confidential Information due to recipient party at the nature time of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) ; or e. was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such informationrecipient party. In addition, Receiving Party notwithstanding the foregoing, each party may disclose the other party’s Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with required by law or regulation to be disclosed; provided however, that the party required to disclose such Confidential Information shall give reasonable advance written notice to the Disclosing Party. The Receiving Party acknowledges other party of such disclosure requirement and shall fully cooperate (at the other party’s request and expense) with the other party’s efforts to secure, (i) a protective order requiring that disclosure of the Confidential Information would cause substantial harm so disclosed by used only for the purposes for which the order was issued or the law or regulation required or (ii) confidential treatment of such Confidential Information required to be disclosed. In addition, notwithstanding anything to the Disclosing Party contrary set forth in this Article 12, LICENSEE may disclose BOARD’S Confidential Information to its AFFILIATES and sublicensees provided that could such party agrees to confidentiality provisions at least as restrictive as those contained in this Article 12. 12.2 Confidential Information shall not be remedied deemed to be available to the public or to be in the recipient’s possession merely because it: [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. a. includes information that falls within an area of general knowledge available to the public or to the recipient (i.e., it does not include the specific information provided by the payment other party); or b. can be reconstructed in hindsight from a combination of damages alone information from multiple sources that are available to the public or to the recipient, if not one of those sources actually taught or suggested the entire combination, together with its meaning and therefore that upon any such disclosure by the Receiving Party the Disclosing Party importance. 12.3 Each party’s obligation of confidence hereunder shall be entitled fulfilled by using at least the same degree of care with the other party’s confidential information as it uses to appropriate equitable relief protect its own confidential information but in addition to whatever remedies it might have at lawno event less than reasonable care. These obligations shall exist while this AGREEMENT is in force and shall continue for a period of [*] years thereafter.

Confidential Information. Each party (as “Receiving Party”) agrees 5.1 The Parties agree that all code, inventions, know-how, business, technical and financial information it obtains when receiving Confidential Information from the disclosing party (“Disclosing Party”) , that the receiving Party shall hold it in confidence and shall not disclose or use such information except as permitted under the Disclosing Agreement. The receiving Party shall treat the disclosing Party’s Affiliates constitute Confidential Information in the same manner as it treats its own proprietary and/or confidential property information, which shall not be less than a reasonable standard of care, and Confidential Information only for the purposes described in the Agreement. Confidential Information may be disclosed to receiving Party’s employees, agents, financial advisors, contractors and attorneys on a need-to know basis and the receiving Party shall ensure that such persons maintain such Confidential Information pursuant to the terms of the Disclosing Agreement. 5.2 The receiving Party (“shall be permitted to disclose Confidential Information”)Information in connection with a judicial or administrative proceeding to the extent that such disclosure is required under applicable law or court order, provided that it is identified as confidential at the time receiving Party shall, where reasonably possible, give the disclosing Party prompt and timely written notice of disclosure or should be reasonably known by any such proceeding and shall offer reasonable cooperation in any effort of the Receiving disclosing Party to be obtain a protective order. Notwithstanding the foregoing, ConnectWise may disclose the terms of this Agreement and any applicable Schedule to a subcontractor or Non-ConnectWise Application provider to the extent necessary to perform ConnectWise’s obligations under this Agreement. 5.3 Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can documentexclude: (i) information which the receiving Party has been authorized in writing by the disclosing Party to disclose without restriction; (ii) information which was rightfully in its the receiving Party’s possession or rightfully known to it prior to receipt of such information from the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving disclosing Party; (iii) is information which was rightfully obtained disclosed to the receiving Party by the Receiving Party from a third party Party having proper possession of such information, without breach of any confidentiality obligationrestriction; or (iv) information which is part of or enters the public domain without any breach of the obligations of confidentiality by the receiving Party; and (v) information which is independently developed by employees the receiving Party without use or reference to the disclosing Party’s Confidential Information. 5.4 Nothing in the Agreement will (i) preclude ConnectWise from using the ideas, concepts and know-how which are developed in the course of providing any ConnectWise Offerings to Client or (ii) be deemed to limit ConnectWise’s rights to provide similar ConnectWise Offerings to other customers. Client agrees that ConnectWise may use any feedback provided by Client related to any ConnectWise Offering for any ConnectWise business purpose, without requiring consent including reproduction and preparation of derivative works based upon such feedback, as well as distribution of such derivative works. 5.5 The receiving Party agrees, upon request of the Receiving disclosing party, to return to the disclosing Party who had no access to such information. all Confidential Information in its possession or certify the destruction thereof. 5.6 In additionthe event of a breach of this section, Receiving the disclosing Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Partynot have an adequate remedy at law. The Receiving Parties therefore agree that the disclosing Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall may be entitled to appropriate seek the remedies of temporary and permanent injunction, specific performance or any other form of equitable relief deemed appropriate by a court of competent jurisdiction. For Confidential Information that constitutes a trade secret and for ConnectWise software (including code) and Documentation, the material terms of the Agreement, and Client’s and/or ConnectWise’s Confidential Information expressly designated in addition to whatever remedies it might have at lawwriting as perpetually confidential, the obligations of this section are perpetual and shall survive termination. For all other Confidential Information, the foregoing obligations shall extend for five (5) years from the date of initial disclosure.

Confidential Information. Each (a) Both Parties acknowledge that either party may receive (as the “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains Confidential Information (as defined hereinafter) from the disclosing party other Party (the “Disclosing Party”) or during the Term of this Agreement and such Confidential Information will be deemed to have been received in confidence and will be used only for the purposes of this Agreement. The Receiving Party shall use the Disclosing Party’s Affiliates constitute Confidential Information only to perform its obligations under this Agreement and disclose the Disclosing Party’s Confidential Information only to the Receiving Party’s personnel having a need to know the information for the purpose of this Agreement; provided that Customer acknowledges that certain Confidential Information is disclosed to users of the Services as necessary to provide the Services. The Receiving Party shall treat the Confidential Information as it does its own valuable and sensitive information of a similar nature and, in any event, with not less than a reasonable degree of care. Upon the Disclosing Party’s written request, the Receiving Party shall return or certify the destruction of all Confidential Information, and the obligation of confidentiality shall continue for three (3) years from the expiration or termination of this Agreement except as noted below in Section 6(a)(i) and 6(a)(ii); provided however, the parties agree and acknowledge that it will be infeasible for Castlight to return or destroy PII (as defined below) related to a User that has requested Customer retain information related to such User; and PII stored on encrypted back-up tapes that are stored in a secure location; provided further, however, the Receiving Party shall keep (i) any personally identifiable information and personal health information as defined in 45 CFR section 160.l03 (collectively, “PII”) confidential property in perpetuity; and (ii) any trade secrets of the Disclosing Party confidential as long as such information is deemed a trade secret. (b) The term “Confidential Information”)” includes, provided without limitation, (i) PII; (ii) all information communicated by the Disclosing Party that should reasonably be considered confidential under the circumstances, notwithstanding whether it is was identified as such at the time of disclosure; (iii) all information identified as confidential to which Receiving Party has access in connection with the subject matter hereof, whether before or after the Effective Date; and (iv) this Agreement and shall include without limitation, (A) all trade secrets, (B) existing or contemplated products, services, designs, technology, processes, technical data, engineering techniques, methodologies and concepts and any information related thereto, and (C) information relating to business plans, sales or marketing methods and customer lists or requirements. (c) The obligations of either Party under this Article 6 will not apply to information that the Receiving Party can demonstrate (i) was in the possession at the time of disclosure and without restriction as to confidentiality; (ii) at the time of disclosure is generally available to the public or should be reasonably known after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The SoftwareParty; provided, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized hereinhowever, the Receiving Party will hold in confidence and not use remains subject to confidentiality obligations regardless of its availability to the public or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge availability through no fault of the Receiving Partyunauthorized disclosure; (iii) is rightfully obtained by the Receiving Party has been received from a third party without restriction on disclosure and without breach of any confidentiality obligationagreement or other wrongful act by the Receiving Party; or (iv) is independently developed by employees of the Receiving Party who had no access without regard to such information. the Confidential Information of the other party. (d) In addition, the event the Receiving Party may disclose Confidential Information if so is required pursuant to a by law, regulation, law stock exchange requirement or court orderlegal process to disclose any of the Confidential Information, but only the Receiving Party agrees to the minimum extent required to comply with such regulation or order and (i) give Disclosing Party, to the extent permissible) with possible, advance notice prior to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to so the Disclosing Party may contest the disclosure or seek a protective order, and (ii) limit the disclosure to minimum amount that could not is legally required to be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawdisclosed.

Confidential Information. 8.3.1. Each party (as “Receiving Party”) agrees that “Confidential Information” includes, without limitation, all code, inventions, know-how, business, technical and financial non-technical information it obtains from the disclosing provided by a party (“Disclosing Party”) to the other party (“Receiving Party”) that is either: (a) designated as confidential by the Disclosing Party at the time of disclosure; or (b) should reasonably be considered, given the nature of the information or the Disclosing Party’s Affiliates constitute circumstances surrounding its disclosure, to be confidential. Each party, as a Receiving Party will not: (1) use any Confidential Information except for the confidential property sole benefit of the Disclosing Party and only to the extent necessary to perform its obligations under this Agreement; or (“2) disclose any Confidential Information”)Information of the Disclosing Party to any person or entity, provided that it except to the Receiving Party’s own employees, consultants and agents who are involved in performing this Agreement, have a need to know, and are subject to non-disclosure obligations with terms no less restrictive than those herein. In the case of OEM, its End Customers shall be obligated to maintain confidentiality of any Licensor Confidential Information shared by OEM with End Customers on terms no less restrictive than those herein.‌ 8.3.2. The duties described in Section 8.3.1 will not apply to any information that: (a) is identified as confidential at now or subsequently becomes generally available in the time public domain through no fault or breach of disclosure or should be reasonably this Agreement by the Receiving Party (b) is rightfully known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of disclosure by the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Disclosing Party; (iiic) is rightfully obtained by the Receiving Party without restriction from a third party without breach of any confidentiality obligationnot known by the Receiving Party to be subject to restrictions on disclosure; or (ivd) is independently developed disclosed by employees of the Receiving Party who had no access to such informationwith the prior written approval of the Disclosing Party. In addition, Receiving Party may disclose Confidential Information if so and only to the extent it is required pursuant to a regulation, be disclosed by law or regulatory or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with so long as, if permitted under applicable law, Receiving Party provides advance notice to the Disclosing Party as promptly as possible and reasonably cooperates with the Disclosing Party’s efforts to limit or obtain a protective order or other relief regarding such disclosure at Disclosing Party’s expense. 8.3.3. The Receiving Party acknowledges Both parties hereby agree that disclosure of the Confidential Information would cause substantial harm to be disclosed hereunder is of a unique and valuable character, that damages to the Disclosing Party that could not would result from the unauthorized dissemination of the Confidential Information would be remedied by impossible to calculate and that such party agrees to waive any claim or defense that the payment of damages alone and therefore Disclosing Party has an adequate remedy at law. The parties further agree that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable obtain injunctive relief (without the posting of any bond or other security) preventing the further use and/or disclosure of any Confidential Information in addition violation of the terms hereof. 8.3.4. Upon expiration or any termination of this Agreement the Receiving Party will promptly destroy or (if requested) return the Disclosing Party’s Confidential Information and all copies thereof, provided that the Receiving Party shall not be obligated to whatever remedies it might have at lawerase Confidential Information contained in archived computer system backups in accordance with the Receiving Party’s security and/or disaster recovery procedures, provided further that any such Confidential Information retained by the Receiving Party shall continue to be protected by the confidentiality obligations of this Agreement.

Confidential Information. Each party (as “Receiving Party”) agrees 18.1 It is expected that all code, inventions, know-how, the Parties will disclose to each other certain business, technical marketing, technical, scientific or other information of any Party, including, without limitation, Specifications and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”)Software which, provided that it is identified as confidential at the time of disclosure disclosure, is designated as confidential (or should like designation), is disclosed in circumstances of confidence, or would be reasonably known understood by the Receiving Party Parties, exercising reasonable business judgment, to be confidential information ("Confidential Information due to Information") and each Party recognizes the nature value and importance of the information disclosed and protection of the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any other's Confidential Information. Affiliates All Confidential Information owned or controlled by one Party and disclosed to the other Party shall remain solely the property of the Receiving disclosing Party, and its confidentiality shall be maintained and protected by the other Party will not considered with the same degree of care used to be protect its own proprietary and confidential information of a third party according to this Sectionsimilar nature, but no less than reasonable care, to prevent the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession unauthorized use, dissemination or known to it prior to receipt publication of the Confidential Information. Except to the extent required or expressly permitted by this Agreement, both Parties agree not to duplicate or use in any manner the other's Confidential Information or to disclose it to any of their employees not having a need to know for the purposes of this Agreement or to any third party. The receiving Party's employees having a need to know the Confidential Information for the purpose of this Agreement may receive disclosure of the Confidential Information provided such employees are bound by confidentiality obligations no less stringent than those set forth in this Section 18. The confidentiality provisions contained herein shall survive the expiration or termination of this Agreement for a period of ten (10) years. 18.2 Confidential Information shall not include information which: a) now is, or hereafter becomes, available to the public through no act or omission of the receiving Party; (iior b) is or has become public knowledge through no fault of documented as being known by the Receiving receiving Party prior to its disclosure by the other Party; (iiior c) is rightfully independently developed by the receiving Party by persons who have not made reference to the Confidential Information and without recourse to any Confidential Information received under this Agreement and is so documented; or d) is lawfully obtained by the Receiving receiving Party from a third party or parties without breach of any confidentiality obligationobligations or is disclosed hereafter to the receiving Party by a third party who did not acquire the information directly or indirectly from the disclosing Party; or (ivor e) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant disclosed in response to a regulation, law valid order of a court or court orderother governmental body or any political subdivision thereof, but only to the minimum extent required to comply with and for the purpose of such regulation or order and (only if the receiving Party, to the extent permissible) with advance notice possible, first notifies the disclosing Party, of such order and permits and reasonably assists it in seeking an appropriate protective order. 18.3 Subject to the Disclosing restrictions and obligations of this Section 18, Confidential Information, nothing in this Agreement shall be interpreted or construed to limit either Party's right to perform or to continue to perform its own independent research, development, manufacturing or marketing of any type of Products or systems even if such research, development, manufacturing or marketing pertains to technology or products similar to the Products. 18.4 Subject to the exceptions set forth in this Section 18.4 (a) - (d) below, prior to the publication or use by a Party hereto of any advertising, sales promotions, press releases or other publicity matters relating to the Products or this Agreement in which the name or logo of the other Party is mentioned or language from which the connection of said name can be reasonably inferred or implied, each Party shall obtain the prior written consent of the other Party. The Receiving Terms, conditions and general information of this Agreement shall be held in confidence by both Parties and only disclosed (a) as may be agreed to by both Parties, (b) as authorized in this Agreement, (c) to the receiving Party's insurers or financial or legal advisers under the terms of a confidentiality agreement with provisions substantially similar to those contained herein, or (d) as may be required to meet securities disclosure or export permit requirements provided, however, that the receiving Party acknowledges that shall attempt to preclude disclosure of the Confidential Information would cause substantial by means of an application for confidential treatment. 18.5 The Parties acknowledge and agree that a breach of this Section 18, Confidential Information, may result in irreparable and continuing harm to the Disclosing disclosing Party that could not for which there may be remedied no adequate remedy at law. In the event of a breach or a threatened or intended breach of this Section 18 by the payment of damages alone receiving Party, the receiving Party hereby consents to the granting of, and therefore that upon any such disclosure by the Receiving Party the Disclosing disclosing Party shall be entitled to appropriate equitable relief seek, preliminary injunctions unilaterally without notice, and final injunctions with notice, enjoining and restraining such breach, or threatened or intended breach, and to such other rights and remedies as are available at law or in addition equity to whatever remedies it might have at lawthe disclosing Party except as expressly set forth herein.

Confidential Information. 15.1 Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party may have access to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designationthe other party under this Agreement. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any A party's Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation Information shall not apply to include information which the Receiving Party can documentthat: (i) was rightfully in its possession is or becomes publicly known to it prior to receipt through no act or omission of the Confidential Informationreceiving party; or (ii) is was in the other party's lawful possession prior to the disclosure; or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained lawfully disclosed to the receiving party by the Receiving Party from a third party without breach of any confidentiality obligationrestriction on disclosure; or (iv) is independently developed by the receiving party, which independent development can be shown by written evidence. 15.2 Subject to Clause 15.4, each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other party's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement. 15.3 Each party agrees to take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the Receiving Party who had no access to such information. In addition, Receiving Party this Agreement. 15.4 A party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the Disclosing Party. The Receiving Party acknowledges that extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of Confidential Information would cause substantial harm disclosure is not prohibited and is given in accordance with this Clause 15.4, it takes into account the reasonable requests of the other party in relation to the Disclosing Party that could not be remedied by the payment content of damages alone and therefore that upon such disclosure. 15.5 This Clause 15 shall survive termination of this Agreement for any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawreason.

Confidential Information. 8.1 Each party Party, including all Affiliates thereof, will maintain in confidence all Confidential Information disclosed by the other Party and its Affiliates (as each a “Disclosing Party”) which it has obtained from a Disclosing Party or its Representatives in connection with this IP Agreement. A receiving Party hereunder (a “Receiving Party”) agrees will not use, disclose or grant use of such Confidential Information except as expressly authorized or otherwise permitted by this IP Agreement, or any other agreements between the parties. Notwithstanding the following, (a) with respect to Confidential Information primarily relating to the CARVANA Business or that all codeis CARVANA-IP, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of CARVANA shall be considered the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should and DT shall be reasonably known by considered the Receiving Party Party, and (b) with respect to be Confidential Information due primarily relating to the nature of the information disclosed and the circumstances surrounding the disclosure. The SoftwareDT Business or that is DT-IP, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) DT shall be deemed trade secret considered the Disclosing Party and CARVANA shall be considered the Receiving Party. To the extent that disclosure of one Party’s Confidential Information of Exasol without any marking to a third party is authorized or further designation. Except as expressly authorized hereinotherwise permitted by this IP Agreement, the a Receiving Party will obtain prior written agreement from such third party to whom disclosure is to be made to hold in confidence and not make use of such Confidential Information for any purpose other than those expressly authorized or disclose otherwise permitted by this IP Agreement, and in any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but event the Receiving Party shall procure be liable to the Disclosing Party for breaches by such third parties. A Receiving Party will use at least the same standard of care as it uses to protect its own information of comparable importance to ensure that its Affiliates comply with this Section 9representatives do not disclose or make any unauthorized use of such Confidential Information, and in no event less than reasonable care. The Receiving Party’s non-Party will promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure obligation of such Confidential Information. The Parties will take all reasonable steps to minimize the risk of disclosure of Confidential Information by ensuring that only they and such of their Representatives whose duties will require them to possess any of such information shall have access thereto, and will be instructed to treat the same as confidential. 8.2 The obligations of confidentiality contained in Section 8.1 above will not apply to information which the Receiving Party can documentextent that such Confidential Information: (ia) was rightfully in its possession generally available to the public or known to it prior to receipt otherwise part of the Confidential Information; (ii) is or has become public knowledge through no fault domain at the time of its disclosure to the Receiving Party; (iiib) is rightfully obtained by became generally available to the Receiving Party from a third party without breach public or otherwise part of the public domain after its disclosure and other than through any confidentiality obligation; act or (iv) is independently developed by employees omission of the Receiving Party in breach of this IP Agreement; (c) was disclosed to the Receiving Party by a third party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.obligation not

Confidential Information. Each party (of InnoCare and ▇▇▇▇▇▇▇▇, as “the Receiving Party agrees to hold in confidence any Confidential Information provided by or on behalf of the other Party”) , and neither Party shall use, disclose, or otherwise provide access to Confidential Information of the other Party except as reasonably necessary to fulfill such Party’s obligations or exercise its rights under this Agreement. Each Party agrees to take reasonable steps to protect the other Party’s Confidential Information from unauthorized use or disclosure. The foregoing confidentiality, non-use, and non-disclosure obligations of the Parties shall not apply to that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the portion of Disclosing Party’s Affiliates constitute Confidential Information which the confidential property of the Disclosing Receiving Party can establish by competent proof was: (“Confidential Information”), provided that a) known to it is identified as confidential at the time of disclosure hereunder, (b) is or should be reasonably becomes publicly known other than through any fault of the Receiving Party, (c) was in its possession at the time of disclosure hereunder, (d) was lawfully received by it on a non-confidential basis from a Third Party who did not obtain such information either directly or indirectly from the Disclosing Party, or (e) was subsequently and independently developed by or on behalf of the Receiving Party without use of or reference to be Disclosing Party’s Confidential Information due to Information. Without limiting the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized hereinforegoing, the Receiving Party will hold in confidence and not use or may not, without the prior written permission of the Disclosing Party, disclose any Confidential Information. Affiliates Information of the Receiving Disclosing Party will not considered to be a third party according any Third Party except to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-extent disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Informationis required by Applicable Law (including as permitted by Section 11.5); (ii) is or has become public knowledge through no fault made in accordance with the terms of this Agreement to exercise the Receiving Party’s rights or fulfill its obligations hereunder; or (iii) is rightfully obtained by necessary for the conduct of the Clinical Study; provided that before making any such disclosure pursuant to clause (i), the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with shall provide reasonable advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm sufficient to allow the Disclosing Party that could not be remedied by the payment opportunity to seek a protective order or other appropriate remedy and/or waive compliance, in whole or in part, with the terms of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing this Agreement. Each Party shall be entitled have the right to appropriate equitable relief in addition disclose this Agreement to whatever remedies actual or potential investors, lenders, advisors, collaborators, acquirers and licensees as it might have reasonably necessary for due diligence purposes, provided that each such recipient is subject to obligations of confidentiality, non-use and non-disclosure at lawleast as protective of such information as this Article 11.

Confidential Information. Each party ConocoPhillips Entity hereby agrees that, without the prior written consent of Cenovus (which consent may, in the sole discretion of Cenovus, be withheld or given subject to such conditions as Cenovus may in its sole discretion determine), neither it nor any of its Affiliates, nor any of their respective Representatives acting on behalf of any ConocoPhillips Entity or any of its Affiliates (each an “Receiving Informed Party”) agrees that all code), inventionswill at any time use, know-howdisclose or make available, businessto any Person, technical and financial any information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (herein “Confidential Information”)) concerning the business or activities carried on by Cenovus which is acquired in connection with the matters, transactions or activities contemplated herein or in the Registration Rights Agreement, provided that notwithstanding the foregoing, an Informed Party may make use of, reveal or disclose Confidential Information: (a) where it is identified as confidential at already in the time of public domain when disclosed to the Informed Party or becomes, after having been disclosed to the Informed Party, generally available to the public through publication or otherwise, unless the publication or other disclosure was made directly or should be reasonably known indirectly by the Receiving Informed Party in breach of this Agreement; (b) as legally required in order to be Confidential Information due comply with applicable Laws, the orders or directives of any Governmental Authority or court of competent jurisdiction, the requirements of any stock exchange, or an order, directive or requirement of any other regulatory authority having jurisdiction over the Informed Party; or (c) where it was made available to the nature Informed Party on a non-confidential basis from a third party source (excluding any other Informed Party or an Affiliate or Representative of an Informed Party or its Affiliate) which, to the knowledge of the information disclosed and the circumstances surrounding the disclosureInformed Party, acting reasonably, is not subject to an obligation of confidentiality in relation to such information. The Software, Documentation, technical information and other code If an Informed Party or data any of any type provided by Exasol (its Affiliates or its agentstheir respective Representatives becomes legally required pursuant to Section 4.2(b) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or to disclose any Confidential Information. , the Informed Party will, to the extent practicable and not prohibited by applicable Law, provide Cenovus with prompt written notice of such requirement so that Cenovus may seek a protective order or other appropriate remedy (at Cenovus’s sole cost and expense, unless such requirement to disclose is the result of a breach by any ConocoPhillips Entity or its Affiliates or Representatives of the Receiving confidentiality obligations under this Section 4.2), or waive compliance by the Informed Party or an applicable Affiliate or Representative with this paragraph. If such protective order or remedy is not obtained, the Informed Party will not considered (and, in any case where the applicable request, order or other requirement is directed or applicable to an Affiliate or Representative of the Informed Party or its Affiliate, will cause such Affiliate or Representative to) furnish only that portion of such Confidential Information that is legally required to be disclosed and will use reasonable commercial efforts to obtain (at Cenovus’s sole cost and expense, unless such requirement to disclose is the result of a third party according to this Section, but the Receiving Party shall procure that breach by any ConocoPhillips Entity or its Affiliates comply with or Representatives of the confidentiality obligations under this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i4.2) was rightfully in its possession or known to it prior to receipt of the an assurance that such Confidential Information; (ii) Information that is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such informationdisclosed will be accorded confidential treatment. In addition, Receiving the Informed Party will (and will cause its applicable Affiliates and their respective Representatives to) provide all cooperation that Cenovus may disclose Confidential Information if so required pursuant reasonably request in connection with any effort on the part of Cenovus to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon obtain any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawprotective order or other remedy.

Confidential Information. Each party (as “Receiving Party”) Recipient agrees that all information disclosed by the Disclosing Party, or obtained by Recipient in connection with the Purpose, whether oral, visual or in writing, including but not limited to, all pricing, specifications, formulas, prototypes, computer programs (source and/or object code) and any and all records, inventionsdata, ideas, methods, techniques, processes and projections, plans, marketing information, materials, financial statements, memoranda, analyses, notes, legal documents and other data and information (in whatever form), as well as improvements, patents (whether pending or duly registered) and any know-how related thereto, relating to the Disclosing Party, its agents and/or contractors and information learned by the Recipient from the Disclosing Party through the inspection of the Disclosing Party's property, that relates to Disclosing Party's products, designs, business plans, business opportunities, finances, research, development, know-how, businesspersonnel, technical or third-party confidential information, the terms and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property conditions of the Disclosing Party (this NDA will be considered and referred to collectively in this NDA as “Confidential Information”). Notwithstanding, provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to include information which the Receiving Party can documentthat: (i) was is now or subsequently becomes generally available in the public domain through no fault or breach on the part of Recipient; (ii) Recipient can demonstrate in its records to have had rightfully in its possession or known to it prior to receipt disclosure of the Confidential Information; (ii) is or has become public knowledge through no fault of Information by the Receiving Partydisclosing party; (iii) is Recipient rightfully obtained by the Receiving Party obtains from a third party who has the right to transfer or disclose it, without default or breach of any confidentiality obligationor this undertaking; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required disclosed pursuant to the order or requirement of a regulationcourt, law administrative agency, or other governmental body; provided, however, that Recipient shall make the best effort to provide prompt notice of such court order, but only to the minimum extent required to comply with such regulation order or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm requirement to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. Disclosing Party retains all right, title and interest in and to the Confidential Information and all improvements, enhancements and derivatives thereof and all Intellectual Property Rights thereto, all of which is and shall continue to be entitled exclusively owned by Disclosing Party and no right or license therein are granted to appropriate equitable relief in addition to whatever remedies it might have at lawrecipient hereunder.

Confidential Information. Each party The parties (as each a “Receiving Party”) agrees acknowledge that all code, inventions, know-how, business, technical and financial information each has been informed that it obtains from is the disclosing policy of the other party (each a “Disclosing Party”) or to maintain as secret and confidential all information relating to the business, products, services, costs, marketing, information pertaining to both on-site and online students’ admissions, performance, and post-graduation outcomes (as set forth in Section 2 above) as well as all information (including, but not limited to, academic as well as personal contact and financial information) pertaining to all faculty, staff, on-site students, on-line students, Districts, and Mentors, and future plans of a Disclosing Party’s Affiliates constitute , except such information as becomes publicly known other than through the confidential property action of the Disclosing Receiving Party (all such information is referred to in this Agreement as “Confidential Information”), provided and further acknowledges that such Confidential Information is of great value to a Disclosing Party. The terms of this Agreement shall be included in the definition of Confidential Information. The parties recognize that in negotiating and carrying out the terms of this Agreement, each Receiving Party has and will acquire Confidential Information as aforesaid. Each Receiving Party confirms that it is identified as confidential at the time of disclosure reasonably necessary to protect each Disclosing Party’s Confidential Information and associated goodwill, and accordingly: Each Receiving Party shall not directly or should be reasonably known indirectly (except where authorized by the Receiving Disclosing Party to be Confidential Information due to in writing for the nature benefit of the information disclosed and the circumstances surrounding the disclosure. The SoftwareDisclosing Party), Documentation, technical information and other code for or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates on behalf of the Receiving Party will not considered to be a third party according to this Sectionor any Person for any reason, but divulge any of the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Disclosing Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so to any Person other than the Disclosing Party (hereinafter referred to collectively as a “Third Party”), except as required pursuant to a regulationby law, law or court orderin which case, but when possible, only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance after providing prior notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of , or use or cause to authorize any Third Parties to use, any such Confidential Information would cause substantial harm to Information, or any other information regarded as confidential and valuable by the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party knows or should know is regarded as confidential and valuable by the Disclosing Party shall be entitled (whether or not any of the foregoing information is actually novel or unique or is actually known to appropriate equitable relief others and whether or not the Confidential Information is labeled as confidential). Each Receiving Party shall, upon the expiration or termination of this Agreement for any reason, forthwith deliver up to the Disclosing Party, or destroy or delete, any and all documents and materials, or copies thereof, in addition electronic format or otherwise, in Receiving Party’s possession or under its control that relate to whatever remedies it might have at lawany Confidential Information or that are otherwise the property of the Disclosing Party, provided that the Receiving Party may maintain one copy of records containing Confidential Information for archival purposes only.

Confidential Information. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-'s non- disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so ; or (v) is required to be disclosed pursuant to a regulation, law or court order, order (but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party). Each party will only disclose Confidential Information to its employees, agents, representatives and authorized contractors (collectively "Representatives") having a need to know for the purposes of this Agreement. Each party will notify and inform such Representatives of each party's limitations, duties, and obligations regarding use, access to, and nondisclosure of Confidential Information and will obtain or have obtained its Representatives' agreements to comply with such limitations, duties, and obligations with regard to such Confidential Information no less restrictive than those contained herein. Each party is liable for all acts and omissions of the Representatives related to the other party's Confidential Information. Each party agrees to give notice to the other party immediately after learning of or having reason to suspect a breach of any of the proprietary restrictions set forth in this Section. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could for which damages alone would not be remedied by the payment of damages alone a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

Confidential Information. Each party 5.1 Either Party or their Affiliate (as in either case a “Disclosing Party”) may disclose to the other thereof (the recipient being the “Receiving Party”) agrees certain technical or other business information that all codeis not generally available to the public, inventionsthe specific terms of this Agreement, know-howand/or personal information relating to any person (specifically including in the case of ODB, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (relating to an Investor). All such information is referred to herein as “Confidential Information”. Notwithstanding the foregoing, the Books and Records as they pertain to the Private Securities (and with the permission of the Investors with respect to any personally identifying information), provided that it is identified as confidential at the time of disclosure or should will be reasonably known by the Receiving Party made available to Issuer, and shall be Confidential Information due as to ODB, and may only be used by Issuer in accordance with Law or as otherwise authorized by the Investor to whom the information pertains by affirmative or negative consent, as permitted. The Parties severally agree that before a Disclosing Party shares Confidential Information with an Affiliate, such Affiliate shall be bound by at least the same or greater confidentiality obligations with respect to the nature of Confidential Information, as such time as the Affiliate is bound the Affiliate may also be considered a “Receiving Party”. 5.2 The Receiving Party agrees to use Confidential Information solely in conjunction with its performance under this Agreement, in conducting an Offering, and or as otherwise authorized by the Investor to whom the information disclosed and the circumstances surrounding the disclosure. The Softwarepertains by affirmative or negative consent, Documentationas permitted, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not to disclose or otherwise use or disclose such information in any other fashion and to maintain such information with at least the standard of care it uses to protect its own Confidential Information. Affiliates , but in no event less than a reasonable standard of the care. 5.3 The Receiving Party will not considered be required to be a third party according keep confidential such Confidential Information to this Section, but the Receiving Party shall procure extent that it: (a) becomes generally available without fault on its Affiliates comply with this Section 9. The part; (b) is already rightfully in the Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to its receipt of from the Confidential Informationdisclosing Party; (iic) is or has become public knowledge through no fault of independently developed by the Receiving Party; (iiid) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligationparties; or (ive) is independently developed otherwise required to be disclosed by employees Law or judicial process. 5.4 Information related to this Agreement shall be deemed Confidential Information, but in the event either Party wishes to disclose such information, such Party shall seek the prior written consent of the Receiving other, and such consent shall not be unreasonably withheld. 5.5 Unless required by Law, including but not limited to regulatory or judicial requests for information (whether formal or informal), or to assert its rights under this Agreement, and except for disclosure on a “need to know basis” to its own employees, and its legal, investment and financial advisers, other professional advisers or others as authorized by the Investor to whom the information pertains by affirmative or negative consent, as permitted, on a confidential basis (in each case pursuant to written agreements with each such person requiring it to maintain such information as confidential to the same extent as if it were a party to this Agreement), each Party who had no access agrees not to such information. In addition, Receiving Party may disclose the Confidential Information if so required pursuant without the prior written consent of the other Party, which consent shall not be unreasonably withheld. 5.6 This Section 5 shall survive for a period of three (3) years beyond termination of this Agreement, except with respect to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm that is personal or identifying information regarding or relating to an Investor, in which case this Section 5 shall be indefinite, unless in the Disclosing Party that could not be remedied case of Issuer such disclosure is authorized by the payment relevant Investor in connection with the Private Securities and in the case of damages alone and therefore that upon any such disclosure ODB, is otherwise permitted by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawLaw.

Confidential Information. Each party Except as may be required by law, the Over-the-Counter Bulletin Board or other regulation or as otherwise expressly contemplated herein, no Party or their respective Affiliates, employees, agents and representatives will disclose to any Person the existence of this Agreement, the subject matter or terms hereof or any Confidential Information concerning the business or affairs of any other Party that it may have acquired from such Party in the course of pursuing the transactions without the prior written consent of Acquired Corp or Parent, as the case may be; provided, however, any Party may disclose any such Confidential Information as follows: (as “Receiving a) to such Party”'s Affiliates and its or its Affiliates' employees, lenders, counsel, or accountants, the actions for which the applicable Party will be responsible; (b) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) to comply with any applicable law or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”)order, provided that prior to making any such disclosure the Party making the disclosure notifies the other Party of any action of which it is identified as confidential at aware which may result in disclosure and uses its Reasonable Best Efforts to limit or prevent such disclosure; (c) to the time of disclosure or should be reasonably known by extent that the Receiving Party to be Confidential Information due is or becomes generally available to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving PartyParty or its Affiliates making such disclosure; (iiid) to the extent that the same information is rightfully obtained by in the Receiving possession (on a non-confidential basis) of the Party from a third party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the Party that received the Confidential Information independently develops the same information without breach of in any confidentiality obligationway relying on any Confidential Information; or (ivf) to the extent that the same information becomes available to the Party making such disclosure on a non-confidential basis from a source other than a Party or its Affiliates, which source, to the disclosing Party's Best Knowledge, is independently developed not prohibited from disclosing such information by a legal, Contractual, or fiduciary obligation to the other Party. If the transactions are not consummated, each Party will return or destroy as much of the Confidential Information concerning the other Party as the Parties that have provided such information may reasonably request. Notwithstanding the foregoing, Parent may make such public disclosure of the existence of this Agreement, the principal economic terms thereof, and the status with respect to achieving the Closing as it desires; provided, that Parent will consult with Acquired Corp prior to releasing any such public disclosure so that Acquired Corp may notify its employees of the Receiving Party who had no access transactions. Neither Acquired Corp nor any of its Affiliates will issue any press release or other public announcement related to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law this Agreement or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawtransactions without Parent's prior written approval.

Confidential Information. Each All technology and know-how disclosed by one party (as the “Disclosing Party”) to the other party (the “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party hereunder (“Confidential Information”)) shall be used solely and exclusively by Receiving Party in a manner consistent with the licenses granted hereunder and the purposes of this Agreement as stated in the preamble and recitals hereto; maintained in confidence by the Receiving Party; and shall not be disclosed to any non-party or used for any purpose except to exercise its rights and perform its obligations under this Agreement without the prior written consent of the Disclosing Party, provided except to the extent that it the Receiving Party can demonstrate by competent written evidence that such information: (a) is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to at the nature time of its receipt and, not through a prior disclosure by the information disclosed and Disclosing Party, as documented by the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Informationbusiness records; (iib) is or has become in the public knowledge through no fault domain other than as a result of any breach of this Agreement by the Receiving Party; (iiic) is rightfully obtained subsequently disclosed to the Receiving Party on a non-confidential basis by a third party who may lawfully do so; or (d) is independently discovered or developed by the Receiving Party from a third party without breach the use of any confidentiality obligation; or (iv) is independently developed Confidential Information provided by employees of the Disclosing Party, as documented by the Receiving Party who had no access to such informationParty’s business records. In additionWithin thirty (30) days after any expiration or termination of this Agreement, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order shall destroy (and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm certify to the Disclosing Party that could not be remedied such destruction) or return all Confidential Information provided by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party except as otherwise set forth in this Agreement. One (1) copy of the Confidential Information may be retained in the Receiving Party’s files solely for archival purposes as a means of determining any continuing or surviving obligations under this Agreement. The confidential obligations under this Agreement shall be entitled survive this Agreement for a period of five (5) years. To the extent Gilead receives any Confidential Information from Licensee relating to appropriate equitable relief EVG, EVG Product, EVG Combination Product or Quad, Gilead will have the right to disclose such Confidential Information to Japan Tobacco, provided such disclosure remains subject to the obligations of confidentiality and non-disclosure set forth in addition to whatever remedies it might have at lawthe Japan Tobacco Agreement.

Confidential Information. (a) Each party (as “Receiving Party”) Party agrees that all code, inventions, know-how, business, technical and financial information it obtains from to take the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party necessary steps to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of protect any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking the other Party with at least the same degree of care that the receiving Party uses to protect its own confidential or further designationproprietary information of like kind, but not less than reasonable care. Except as expressly authorized herein, Neither Party shall use the Receiving Party will hold in confidence and not use or disclose any other Party’s Confidential Information. Affiliates of the Receiving Party will not considered Information other than to be a third party according perform Services pursuant to this Section, but the Receiving Party shall procure that its Affiliates comply with this Agreement or pursuant to Section 97.2 herein. The Receiving Party’s non-disclosure obligation of confidentiality hereunder shall not apply to information which the Receiving Party can document: that (i) was rightfully already in the possession of the receiving Party without restriction on its possession use or known to it disclosure prior to the receipt of the Confidential Information; information from the disclosing Party, (ii) is or has become becomes available to the general public knowledge through no act or fault of the Receiving receiving Party; , (iii) is rightfully obtained disclosed to the receiving Party by the Receiving Party from a third party without breach of any confidentiality obligation; restriction on its use or disclosure, (iv) is independently developed by employees and/or consultants of the Receiving receiving Party who have not had no access to such information. In additionthe disclosing Party’s Confidential Information, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only (v) is disclosed to the minimum extent required to comply with such regulation or order and (to receiving Party after the extent permissible) with advance receiving Party properly gave notice to the Disclosing Party. The Receiving disclosing Party acknowledges that disclosure of the receiving Party no longer desired to receive any additional Confidential Information would from the disclosing Party, or (vi) is required to be disclosed pursuant to judicial or governmental decree or order, provided that the disclosing Party is, where permitted, given prompt written notice of and the opportunity to defend against disclosure pursuant to such decree or order. (b) Upon any termination or expiration of this Agreement, at the written request of the other Party, each Party shall, and shall cause substantial harm any of its Affiliates or third-party vendors used in connection with the provision or receipt of the Services to, deliver to the Disclosing other Party (i) all records and data (including backup tapes, records and related information) received, computed, developed, processed and stored by it hereunder in a readable format reasonably acceptable to the other Party, and (ii) all other Confidential Information of such other Party, but excluding, in each case, (1) any information stored electronically in a back-up file pursuant to the receiving Party’s customary electronic back-up practices which may be retained by such Party solely for archival purposes and subject to the continuing confidentiality obligations set forth in herein, and (2) any information obtained pursuant to Section 7.2 herein; provided that, in lieu of delivering all of the foregoing to the other Party, the relevant delivering Party may confirm in writing that could not be remedied by it has destroyed, or has caused PACTIV or Company, as the payment case may be, to destroy, all of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawforegoing.

Confidential Information. From time to time during the term of this Agreement, Chiron and CDC may provide to each other information concerning patents, patent applications, license agreements and other confidential or proprietary information related to this Agreement (the "Information"). Each party receiving the Information (as “the "Receiving Party”") agrees that all codeshall during the term of this Agreement and for a period of three years after termination hereof: (i) maintain the Information in confidence, inventions(ii) not disclose the Information to any third party, know-howother than employees, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) agents or the Disclosing Party’s Affiliates constitute the confidential property consultants of the Disclosing Receiving Party or its Affiliates or sublicensees who have a need to know the Information and who are bound by confidentiality obligations to the Receiving Party not less restrictive than those contained herein and (“Confidential Information”), provided that it iii) not use the Information for any purpose not directly related to performance or otherwise authorized under this Agreement. The obligations of this Article 8 shall not apply to any Information which is identified as confidential or which becomes generally known to the public by publication or by means other than a breach of a duty by the Receiving Party; or which is otherwise known by the Receiving Party at the time of disclosure or should be reasonably known by the Receiving Party other party; or which otherwise becomes available to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without not in breach of any confidentiality obligationobligations to the other party; or (iv) which is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to independent of any disclosure from the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Partyother party. The Receiving Party acknowledges that disclosure shall also be permitted to make disclosures of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment which are reasonably necessary in connection with a possible grant of damages alone and therefore that upon any such disclosure a permitted sublicense by the Receiving Party or in due diligence related to a possible acquisition, merger, consolidation, substantial asset transfer, or similar transaction of the Disclosing Receiving Party, provided that the recipient is bound to the Receiving Party by confidentiality obligations with respect to the Confidential Information no less restrictive than those set forth herein. Nothing herein shall prevent the Receiving Party from making such disclosures of Information as are reasonably required by law, regulation, or order of any court or governmental agency, provided that the Receiving Party has provided reasonable advance notice to allow the disclosing party the opportunity to seek a protective order or otherwise contest, prevent or limit such disclosure. Upon termination of this Agreement for any reason, the Receiving Party shall be entitled to appropriate equitable relief return, or at the option of the disclosing party, certify destruction of, all Information and copies thereof; provided that the Receiving Party may retain one copy thereof in addition to whatever remedies it might have at lawits law department files solely for evidentiary and regulatory purposes.

Confidential Information. Each Confidential Information shall mean any confidential and/or proprietary information provided by Georgia Power or Generator ("Disclosing Party") to the other party (as “"Receiving Party”") agrees that and which is clearly marked or otherwise designated as "CONFIDENTIAL." For purposes of this Agreement, all codedesign, inventions, know-how, business, technical operating specifications and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or metering data of any type provided by Exasol (or its agents) Generator shall be deemed trade secret and Confidential Information confidential regardless of Exasol without any marking whether it is clearly marked or further designationotherwise designated as such. Except as expressly authorized otherwise provided herein, the Receiving each Party will shall hold in confidence and shall not use or disclose Confidential Information to any Confidential Information. Affiliates of the Receiving Party will not considered person (except employees, officers, representatives and agents that agree to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with bound by this Section 917 or FERC's Standards of Conduct). The Receiving Party’s non-disclosure obligation Confidential Information shall not apply to include information which that the Receiving Party can documentdemonstrate: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (iia) is or has become generally available to the public knowledge through no fault other than as a result of a disclosure by the Receiving Party; (iiib) is rightfully obtained was in the lawful possession of the Receiving Party on a non-confidential basis before receiving it from the Disclosing Party; (c) was supplied to the Receiving Party without restriction by a third party, who, to the knowledge of the Receiving Party, was under no obligation to the Disclosing Party to keep such information confidential; (d) was independently developed by the Receiving Party from a third party without breach reference to Confidential Information of any confidentiality obligationthe Disclosing Party; or (ive) is independently developed by employees was disclosed with the prior written approval of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Georgia Power, or its agent acting as Transmission Provider under the Tariff, may release or disclose certain Confidential Information would cause substantial harm to of the Disclosing Party to other Transmission Providers, SERC, or NERC if necessary or appropriate in connection with its role as Transmission Provider. If a court, government agency or entity with the right, power, and authority to do so, requests or requires either Party, by subpoena, oral deposition, interrogatories, requests for production of documents, administrative order, or otherwise, to disclose Confidential Information, that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall provide the other Party with prompt notice of such request(s) or requirement(s) so that the other Party may seek an appropriate protective order or waive compliance with the terms of this Agreement. In the absence of a protective order or waiver the Party shall disclose such Confidential Information which, in the opinion of its counsel, the Party is legally compelled to disclose. Each Party will use reasonable efforts to obtain reliable assurance that confidential treatment will be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawaccorded any Confidential Information so furnished.

Confidential Information. Each party (as “Receiving Party”) acknowledges and accepts the responsibility to maintain all Confidential Information of the other party in confidence and to prevent its unauthorized use or disclosure taking those measures the receiving party uses to protect its own similar confidential information and in any event, using no less than a reasonable degree of care. Without limiting the foregoing, each party agrees that all codeit shall not publish, inventionsdisclose or otherwise provide to any person (except employees and contractors of such party with a legitimate need to know and who are bound by legal or fiduciary obligations of confidentiality to the receiving party or have entered into a written agreement with the receiving party containing confidentiality provisions covering the Confidential Information that are at least as restrictive as those set forth in this Agreement, know-howin which case such party shall be responsible for breach of this clause by the person who received the Confidential Information), businessor use for any purpose other than those purposes contemplated by this Agreement, technical and financial information any Confidential Information it obtains receives hereunder; provided, however that neither party shall have an obligation to protect Confidential Information received from the other when such information: (1) was in the receiving party's possession at the time it was received from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Informationparty; (ii2) is or has become becomes a matter of public knowledge through no fault wrongdoing of the Receiving Partyreceiving party; (iii3) is rightfully obtained provided to the receiving party by the Receiving Party from a third party without breach restrictions of any confidentiality obligationconfidentiality; or (iv4) is independently developed by employees the receiving party without breach of this Agreement; or (5) is required to be disclosed by the first party by operation of law in which event the receiving party shall provide the disclosing party with prompt written notice of such requirement and shall cooperate with the disclosing party in taking such steps as may be reasonably indicated to maintain the confidentiality of the Receiving Party who had no access information subject to such informationdisclosure. In addition, Receiving Party may disclose Confidential Information No party can be found in violation of this section if so required pursuant it is compelled by law to make a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Partydisclosure. The Receiving Party Each party acknowledges that disclosure violations of Confidential Information would the terms hereof may cause substantial harm to the Disclosing Party that could not other immediate and irreparable damage for which monetary damages may be remedied by inadequate for which the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be other party is entitled to appropriate equitable relief in addition to whatever remedies it might have at lawseek injunctive relief, without the requirement of posting a bond.

Confidential Information. Each party During the term of this Agreement and for a period of five (as 5) years thereafter, each Party (in such capacity, the “Receiving Party”) agrees that shall keep confidential, and other than as provided herein or in the License and Collaboration Agreement, shall not use or disclose, directly or indirectly, any and all codetrade secrets or other proprietary information, including, without limitation, any proprietary data, inventions, know-howdocuments, businessideas, technical and financial information it obtains from information, discoveries, or materials, owned, developed, or possessed by the disclosing party other Party (in such capacity, the “Disclosing Party”) ), whether in tangible or intangible form, the Disclosing Party’s Affiliates constitute the confidential property confidentiality of which the Disclosing Party takes reasonable measures to protect, including but not limited to Regeneron Know-How and Sanofi Know-How disclosed by the Disclosing Party under this Agreement (the “Confidential Information”). For purposes of this Agreement, all confidential information disclosed by Regeneron under the terms of the confidentiality agreements between Sanofi Parent and Regeneron dated February 1, 2007 and October 23, 2007 is hereby deemed Confidential Information of Regeneron. Each of Sanofi and Regeneron covenants that neither it nor any of its respective Affiliates shall disclose any Confidential Information of the other Party to any Third Party except to its employees, agents, consultants or any other Person under its authorization; provided such employees, agents, consultants or other Persons are subject in writing to confidentiality obligations applicable to the Disclosing Party’s Confidential Information no less strict than those set forth herein. (a) Notwithstanding the foregoing, Confidential Information shall not be deemed to include information and materials (and such information and materials shall not be considered Confidential Information under this Agreement) to the extent that it is identified as confidential at the time of disclosure or should can be reasonably known established by written documentation by the Receiving Party to be Confidential Information due to that such information or material is: (i) already in the nature public domain as of the information disclosed and the circumstances surrounding the disclosure. The SoftwareEffective Date or becomes publicly known through no act, Documentation, technical information and other code omission or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates fault of the Receiving Party will not considered or any Person to be a third party according to this Section, but whom the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Informationprovided such information; (ii) is or has become public knowledge through no fault was already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party; (iii) is rightfully obtained disclosed to the Receiving Party on an unrestricted basis from a Third Party not under an obligation of confidentiality to the Disclosing Party or any Affiliate of the Disclosing Party with respect to such information; (iv) information that has been independently created by the Receiving Party from a third party (or its Affiliate), as evidenced by written or electronic documentation, without breach any aid, application or use of any confidentiality obligationthe Disclosing Party’s Confidential Information; or (ivv) is independently developed required by employees of Law to be disclosed, provided that the Receiving Party who had no access uses reasonable efforts to give the disclosing Party advance notice of such required disclosure in sufficient time to enable the Disclosing Party to seek confidential treatment for such information, and provided further that the Receiving Party provides all reasonable cooperation to assist the Disclosing Party to protect such information and limits the disclosure to that information which is required by Law to be disclosed. (b) Information and other Know-How that is discovered by Regeneron in connection with the Discovery Program will be considered Regeneron’s Confidential Information, except to the extent it relates to a Licensed Product, in which case it shall be Confidential Information of both Parties, subject to the terms of the License and Collaboration Agreement. (c) Specific aspects or details of Confidential Information will not be deemed to be within the public knowledge or in the prior possession of a Person merely because such aspects or details of the Confidential Information are embraced by general disclosures in the public domain. In addition, Receiving any combination of Confidential Information will not be considered in the public knowledge or in the prior possession of either Person merely because individual elements thereof are in the public domain or in the prior possession of a Person unless (i) the combination and its principles are in the public knowledge or in the prior possession of that Person and (ii) the combination is documented, in a single contemporaneous document, as in the public knowledge or in the prior possession of a Person. (d) Notwithstanding anything else in this Agreement to the contrary, each Party hereto (and each employee, representative, or other agent of any Party) may disclose Confidential Information if so required pursuant to a regulationany and all Persons, law without limitation of any kind, the Federal income tax treatment and Federal income tax structure of any and all transaction(s) contemplated herein and all materials of any kind (including opinions or court orderother tax analyses) that are or have been provided to any Party (or to any employee, but only representative, or other agent of any party) relating to the minimum extent required such tax treatment or tax structure, provided, however, that this authorization of disclosure shall not apply to restrictions reasonably necessary to comply with such regulation securities laws. This authorization of disclosure is retroactively effective immediately upon commencement of the first discussions regarding the transactions contemplated herein, and the Parties aver and affirm that this tax disclosure authorization has been given on a date which is no later than thirty (30) days from the first day that any Party hereto (or order and (any employee, representative, or other agent of any party hereto) first made or provided a statement as to the extent permissible) with advance notice to potential tax consequences that may result from the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawtransactions contemplated hereby.

Confidential Information. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Parties recognizes that it, or its Affiliates and Representatives, has acquired or will acquire Confidential Information”)Information the use or disclosure of which could cause PubCo substantial loss and damages that could not be readily calculated and for which no remedy at Law would be adequate. Accordingly, provided each of the Parties covenants and agrees with PubCo that it is identified as confidential will not (and will cause its respective controlled Affiliates and Representatives not to) at any time, except with the time prior written consent of disclosure PubCo, directly or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Softwareindirectly, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or Information known to it prior to receipt of any third party, unless (a) such information becomes known to the Confidential Information; (ii) is or has become public knowledge through no fault of such Party, (b) disclosure is required by applicable Law or court of competent jurisdiction or requested by a Governmental Entity; provided that such Party promptly notifies PubCo of such requirement or request and takes commercially reasonable steps, at the Receiving Party; sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (iiic) is rightfully obtained by such information was available or becomes available to such Party before, on or after the Receiving Party Effective Date, without restriction, from a third party source (other than PubCo) without any breach of any confidentiality obligation; duty to PubCo or (ivd) is such information was independently developed by employees such Party or its Representatives without the use of Confidential Information. Notwithstanding the Receiving foregoing, nothing in this Investor Rights Agreement shall prohibit any Party who had no access from disclosing Confidential Information to any Affiliate, Representative, limited partner, member or shareholder of such Party; provided that such Person shall be bound by an obligation of confidentiality with respect to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with and such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled responsible for any breach of this Section 4.14 by any such Person. No Confidential Information shall be deemed to appropriate equitable relief in addition be provided to whatever remedies it might have at lawany Person, including any Affiliate of any Party, unless such Confidential Information is actually provided to such Person.

Confidential Information. Each party (as “8.1 The Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of Party undertakes to the Disclosing Party (“that: 8.1.1 it shall treat and safeguard as private and confidential all Confidential Information”), provided that ; 8.1.2 it is identified as confidential at shall only use the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature extent that such use is necessary for the purposes of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code performing its obligations or data of any type provided by Exasol (or exercising its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to rights under this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation Agreement; 8.1.3 it shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession at any time disclose or known to it prior to receipt reveal any part of the Confidential Information; (ii) is Information to any person other than those directors, employees or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees professional advisors of the Receiving Party who it is necessary should receive and consider the same for the purposes of this Agreement ("Permitted Recipient"); 8.1.4 it shall ensure that each Permitted Recipient to whom Confidential Information is to be disclosed is made aware of and observes the terms of this clause 8 as if that person had no access given the undertakings contained in this clause 8 directly; 8.1.5 it shall immediately upon written request by the Disclosing Party deliver to such information. In additionthe Disclosing Party a list of all individuals to whom the Confidential Information has been disclosed; 8.1.6 it shall indemnify the Disclosing Party (and keep it indemnified) from and against all costs, claims, losses, damages, expenses and other liabilities which arise out of or in connection with the unauthorised disclosure or use of the Confidential Information or any part of it by the Receiving Party may disclose or any person to whom the Confidential Information if so has been disclosed by the Receiving Party. 8.2 The provisions of clause 8.1 above shall not apply to any Confidential Information to the extent that such Confidential Information: 8.2.1 is publicly available or becomes publicly available through no act or omission of the Receiving Party; 8.2.2 was created independently by the Receiving Party prior to the date of this Agreement as demonstrated by documentary evidence; or 8.2.3 is required pursuant to a regulation, be disclosed by law or by order of a court order, but only to the minimum extent required to comply with such regulation of competent jurisdiction or order and other competent authority provided that (to the extent permissibleit is permitted to do so) with advance the Receiving Party gives all reasonable notice of that disclosure to the Disclosing Party. . 8.3 Whenever requested by the Disclosing Party:- 8.3.1 the Receiving Party shall immediately return, and ensure that all Permitted Recipients immediately return, to the Disclosing Party all matter provided by the Disclosing Party in tangible form which constitutes the Confidential Information, or any part of it, together with all copies; and 8.3.2 the Receiving Party shall immediately destroy (or if kept electronically, expunge), and ensure that all Permitted Recipients immediately destroy or expunge, any notes, memoranda or other records or working materials (in whatever medium) which contain any Confidential Information. 8.4 The Receiving Party acknowledges that disclosure of Confidential Information damages alone would cause substantial harm to the Disclosing Party that could not be remedied by an adequate remedy for breach of any of the payment provision of damages alone and therefore that upon this Agreement. Accordingly, without prejudice to any such disclosure by the Receiving Party other rights or remedies it may have, the Disclosing Party shall be entitled to appropriate the granting of equitable relief in addition to whatever remedies it might have at law(including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement.

Confidential Information. Each party 5.1 Either Party or their Affiliate (as in either case a “Disclosing Party”) may disclose to the other thereof (the recipient being the “Receiving Party”) agrees certain technical or other business information that all codeis not generally available to the public, inventionsthe specific terms of this Agreement, know-howand/or personal information relating to any person (specifically including in the case of ODB, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (relating to an Investor). All such information is referred to herein as “Confidential Information”. Notwithstanding the foregoing, the Books and Records as they pertain to the Private Securities (and with the permission of the Investors with respect to any personally identifying information), provided that it is identified as confidential at the time of disclosure or should will be reasonably known by the Receiving Party made available to Issuer, and shall be Confidential Information due as to ODB, and may only be used by Issuer in accordance with Law or as otherwise authorized by the Investor to whom the information pertains by affirmative or negative consent, as permitted. The Parties severally agree that before a Disclosing Party shares Confidential Information with an Affiliate, such Affiliate shall be bound by at least the same or greater confidentiality obligations with respect to the nature of Confidential Information, and at such time as the Affiliate is bound, the Affiliate may also be considered a “Receiving Party”. 5.2 The Receiving Party agrees to use Confidential Information solely in conjunction with its performance under this Agreement, in conducting an Offering, and or as otherwise authorized by the Investor to whom the information disclosed and the circumstances surrounding the disclosure. The Softwarepertains by affirmative or negative consent, Documentationas permitted, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not to disclose or otherwise use or disclose such information in any other fashion and to maintain such information with at least the standard of care it uses to protect its own Confidential Information. Affiliates , but in no event less than a reasonable standard of the care. 5.3 The Receiving Party will not considered be required to be a third party according keep confidential such Confidential Information to this Section, but the Receiving Party shall procure extent that it: (a) becomes generally available without fault on its Affiliates comply with this Section 9. The part; (b) is already rightfully in the Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to its receipt of from the Confidential Informationdisclosing Party; (iic) is or has become public knowledge through no fault of independently developed by the Receiving Party; (iiid) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligationparties; or (ive) is independently developed otherwise required to be disclosed by employees Law. 5.4 Information related to this Agreement shall be deemed Confidential Information, but in the event either Party wishes to disclose such information, such Party shall seek the prior written consent of the Receiving other, and such consent shall not be unreasonably withheld. 5.5 Each Party who had no access agrees not to such information. In addition, Receiving Party may disclose the Confidential Information if so without the prior written consent of the other Party, which consent shall not be unreasonably withheld, unless required by Law, including, but not limited to, regulatory or judicial requests for information (whether formal or informal), or to assert its rights under this Agreement, and except for disclosure on a “need to know basis” to its own employees, and its legal, investment, and financial advisers, other professional advisers, or others as authorized by the Investor to whom the information pertains by affirmative or negative consent, as permitted, on a confidential basis (in each case pursuant to a regulation, law or court order, but only written agreements with each such person requiring it to maintain such information as confidential to the minimum same extent required as if it were a party to comply this Agreement). 5.6 This Section 5 shall survive for a period of three (3) years beyond termination of this Agreement, except with such regulation or order and (respect to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm that is personal or identifying information regarding or relating to an Investor, in which case this Section 5 shall be indefinite, unless in the Disclosing Party that could not be remedied case of Issuer, such disclosure is authorized by the payment relevant Investor in connection with the Private Securities and in the case of damages alone and therefore that upon any such disclosure ODB, is otherwise permitted by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawLaw.

Confidential Information. Each party (as “Receiving Party”) agrees 7.1 Subject to the terms of this Article 7, University and Sponsor each agree, for the Term and 3 years thereafter, that all codeinformation in the Research Plan and all information contained in documents marked "confidential" and forwarded to one by the other ("Confidential Information"): (i) are to be received in strict confidence, inventions, know-how, business, technical and financial information it obtains from (ii) are to be used only for the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property purposes of this performance of the Disclosing Party Research Program, and (“iii) are not to be disclosed by the recipient party, its agents or employees without the prior written consent of the other party, except to the extent that the recipient party can establish by competent written proof that the Confidential Information”), provided that it is identified as confidential : a. was in the public domain at the time of disclosure disclosure; b. later became part of the public domain through no act or should be reasonably omission of the recipient party, it's employees, agents, successors or assigns; c. was lawfully disclosed to the recipient party by a third party having the right to disclose it; d. was already known by the Receiving Party to be Confidential Information due to recipient party at the nature time of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) ; e. was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access recipient; or f. is required by law or regulation to such information. In addition, Receiving Party be disclosed. 7.2 Each party may disclose the other's Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or conducting pre-clinical or clinical trials, provided that if a party is required by law or regulation to make any such disclosure of the other party's Confidential Information it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance written notice to the Disclosing Partyother party of such disclosure requirement to allow such party to assert whatever exclusions or exemptions may be available to it under such law or regulation. The Receiving Party acknowledges Sponsor may disclose the terms and conditions of this Agreement to its potential or current investors or non-sublicensee corporate partners, or to any other entity that disclosure may potentially acquire rights or licenses from Sponsor. 7.3 Each party's obligation of confidence under this Article 7 shall be fulfilled by using at least the same degree of care with the other party's Confidential Information would cause substantial harm as it uses to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawprotect its own Confidential Information.

Confidential Information. Each party (as “the "Receiving Party”") agrees that all software (including without limitation binary code), inventions, algorithms, know-how, businessideas, business information, customer lists, technical information, and financial information it obtains from the disclosing party other (“the "Disclosing Party”") or the Disclosing Party’s Affiliates constitute are the confidential property of the Disclosing Party (“"Confidential Information”"), provided that it if conspicuously labeled as "proprietary" or "confidential" or some similar designation or, if disclosed orally or visually, is identified confirmed in writing labeled as confidential at the time "proprietary" or "confidential" or some similar designation within [ *** ] of disclosure such oral or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the visual disclosure. The SoftwareToolbar, Documentationthe Toolbar Installer, technical information the Deskbar, and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and the Deskbar Installer are hereby identified as Google's Confidential Information of Exasol without any marking or further designationInformation. Except as expressly authorized and unambiguously allowed herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Confidential Information and shall similarly bind its employees and contractors in writing. The Receiving Party shall procure that its Affiliates comply with not be obligated under this Section 9. The Receiving Party’s non-disclosure obligation shall not apply 6 with respect to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (iia) is or has become public knowledge readily publicly available without restriction through no fault of the Receiving PartyParty or its employees or agents; (b) was received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) is was rightfully obtained by in the possession of the Receiving Party from a third party without breach of any confidentiality obligationrestriction prior to its disclosure by the Disclosing Party; or (iv) is independently developed by employees of the Receiving Party who had no by employees without access to such information. In addition, Receiving Party may disclose the Confidential Information if so Information; or (v) is required pursuant to a regulation, by law or court orderorder of a court, but only administrative agency or other governmental body to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure disclosed by the Receiving Party Party. Each party's obligation with respect to the Disclosing Party other party's Confidential Information shall continue until such time as all of such other party's Confidential Information disclosed under this Agreement becomes publicly known and made generally available through no action or inaction of the receiving party. Each party acknowledges that its breach of this Section 6 may cause irreparable injury to the other for which monetary damages are not an adequate remedy. Accordingly, without limiting any remedies at law or otherwise, either party shall be entitled to appropriate injunctions and other equitable relief remedies in addition to whatever remedies it might have at lawthe event of such breach by the other.

Confidential Information. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute constitutes the confidential property information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The SoftwareTools and any updates, Documentationupgrades, modifications, derivatives, specifications, technical information and guides, or other code software, or data of any type other documentation provided by Exasol ▇▇▇▇▇▇ (or its agents) shall be deemed trade secret and Confidential Information of Exasol ▇▇▇▇▇▇ without any marking or further future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so ; or (v) is required to be disclosed pursuant to a the regulation, law law, or court order, order (but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could for which damages alone may not be remedied by the payment of damages alone a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if ▇▇▇▇▇▇ is in possession of any Customer Materials, ▇▇▇▇▇▇ shall delete, return, or make available to Customer all Customer Materials then in its possession. ▇▇▇▇▇▇ will retain Customer Materials for 30 days following termination or expiration. Once 30 days have elapsed, ▇▇▇▇▇▇ will permanently delete the Customer Materials.

Confidential Information. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

Confidential Information. Each (a) Confidential Information shall not be used or reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from shall remain the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as and shall contain any and all confidential at or proprietary notices or legends which appear on the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due original. With respect to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized hereinthe other, the Receiving Party will hold in confidence each party (a) shall take all Reasonable Steps (defined below) to keep all Confidential Information strictly confidential; and (b) shall not use or disclose any Confidential Information. Affiliates Information of the Receiving Party will other to any person other than individuals whose access is necessary to enable it to exercise its rights and/or perform its obligations hereunder and who are under obligations of confidentiality substantially similar to those set forth herein. As used herein “Reasonable Steps” means those steps the receiving party takes to protect its own similar proprietary and confidential information, which shall not considered be less than a reasonable standard of care. Confidential Information of either party disclosed prior to execution of this Agreement shall be a third party according subject to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. protections afforded hereunder. (b) The Receiving Party’s non-above restrictions on the use or disclosure obligation of the Confidential Information shall not apply to information which the Receiving Party can documentany Confidential Information that: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iva) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice receiving party without reference to the Disclosing Party. The Receiving Party acknowledges that disclosure ’s Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information would cause substantial harm Information; (b) has become generally available to the public without breach of this Agreement by the receiving party; (c) at the time of disclosure, was known to the receiving party free of restriction; or (d) the Disclosing Party agrees in writing is free of such restrictions. (c) OEM shall not disclose the terms and conditions of this Agreement or the pricing contained herein to any third party. Neither party shall use the name of the other party in publicity, advertising, or similar activity, without the prior written consent of the other, except that could not OEM agrees that SAP may use OEM's name in customer or partner listings or, at times mutually agreeable to the parties, as part of SAP's marketing efforts (including without limitation reference calls and stories, press testimonials, site visits, SAPPHIRE participation). SAP will make reasonable efforts to avoid having the reference activities unreasonably interfere with OEM’s business. (d) OEM may provide, or SAP may solicit, input regarding the Cloud Service, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Cloud Service or any other SAP or SAP site, service or product, or input as to whether OEM believes SAP or its Group Companies’ development direction is consistent with OEM or its End Users’ business and IT needs, the technology marketplace in general, and the like (collectively “Feedback”). OEM acknowledges and agrees that any information disclosed by OEM during discussions related to Feedback shall be remedied by considered SAP Confidential Information and shall be protected from disclosure in accordance with the payment terms of damages alone this Agreement. In order for SAP to utilize such Feedback, OEM hereby grants to SAP and therefore that upon its Group Companies a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license, with the right to sublicense to SAP’s licensees and customers, under OEM’s relevant intellectual property rights, to use, publish, and disclose such Feedback in any such disclosure by manner SAP chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of SAP’s and its sublicensee’s products or services embodying Feedback in any manner and via any media SAP chooses, without reference to the Receiving Party the Disclosing Party source. SAP shall be entitled to appropriate equitable relief in addition use Feedback for any purpose without restriction or remuneration of any kind with respect to whatever remedies it might have at lawOEM and/or OEM’s representatives. OEM acknowledges that the information related to the Cloud Service disclosed by SAP under this Agreement is only intended as possible strategies, developments, and functionalities of the Cloud Service and is not intended to be binding upon SAP to any particular course of business, product strategy, and/or development.

Confidential Information. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical From the Contract Date to and financial information it obtains from following the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property expiry of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized hereinTerm, the Receiving Party will hold in confidence shall keep confidential and secure and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. except as follows: (a) The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so to its Representatives who need to know Confidential Information for the purpose of assisting the Receiving Party in complying with its obligations under this Agreement. On each copy made by the Receiving Party, the Receiving Party must reproduce all confidentiality notices which appear on the original. The Receiving Party shall inform its Representatives of the confidentiality of Confidential Information and shall be responsible for any breach of this Article 10 by any of its Representatives. (b) If the Receiving Party or any of its Representatives are requested or required pursuant to a regulation(by oral question, law interrogatories, requests for information or documents, court order, but only civil investigative demand, or similar process) to the minimum extent required disclose any Confidential Information in connection with litigation or any regulatory proceeding or investigation, or pursuant to comply with such any Applicable Laws, order, regulation or order and (to ruling, the extent permissible) with advance notice to Receiving Party shall promptly notify the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to Unless the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by obtains a protective order, the Receiving Party and its Representatives may disclose such portion of the Disclosing Confidential Information to the Party shall be entitled seeking disclosure as is required by law or regulation in accordance with Section 10.2. (c) Where the ASP is the Receiving Party, the ASP may disclose Confidential Information to appropriate equitable relief any lender or investor and its advisors, to the extent necessary, for securing financing for the Contract Facility, provided that any such lender or investor has been informed of the ASP’s confidentiality obligations hereunder and such lender or investor has completed and executed a confidentiality undertaking (the “Confidentiality Undertaking”) in addition the form referenced as Schedule 5, covenanting in favour of the ASP to whatever remedies it might have at lawhold such Confidential Information confidential on terms substantially similar to this Article 10. (d) Without limiting the generality of the foregoing, the Parties agree that Confidential Information does not constitute “relevant terms and conditions of the contracts” within the meaning of Section 9.8.1.4 of Chapter 7 of the Market Rules. In addition, notwithstanding the foregoing, the ASP consents to the disclosure, whether orally or in writing (including in a press release or associated briefing documents or on the IESO’s website), of (i) its name and the ASP’s selection as a Selected Proponent (as such term is defined in the Request for Proposals); and (ii) the Regulation Capacity and the name, location, fuel type and technology of the Contract Facility.

Confidential Information. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial Any confidential or proprietary information it obtains from provided by one Party to the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party other in connection with this Agreement (“Confidential Information”), provided as further defined below) is confidential and/or proprietary to the Disclosing Party, and the Receiving Party shall not publish or disclose Confidential Information to a third-party or use Confidential Information for any purpose unrelated to this Agreement, without the prior written consent of the Disclosing Party. The Party receiving Confidential Information from the other party is referred to as the “Receiving Party,” and the Party disclosing Confidential Information to the other party is referred to as the “Disclosing Party”. Confidential Information shall mean: (a) if the Confidential Information is in written form when disclosed, the Disclosing Party must indicate the proprietary nature of such information by an appropriate legend, marking, stamp or other positive identification on the writing delivered to the Receiving Party, and (b) if the Confidential Information is disclosed orally or visually, the Disclosing Party must, within 30 days after disclosure to the Receiving Party, deliver to the Receiving Party a writing containing an adequate description of the oral or visual information which shall indicate the proprietary nature of such information by an appropriate legend, marking, stamp or other positive identification. The obligations of non-use and non-disclosure shall not apply to: (a) Information that the Receiving Party can show by written record that it is identified as confidential at possessed prior to its receipt from the time of disclosure or should be reasonably known Disclosing Party; (b) Information that was available to the public prior to its receipt by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge later became so through no fault of the Receiving Party; ; (iiic) Information that is rightfully obtained by subsequently disclosed to the Receiving Party from by a third party without breach free of any confidentiality obligation; or obligations of confidentiality; (ivd) Information that is independently developed known, developed, or discovered without use of the Disclosing Party’s Confidential Information; or (e) Information that is required to be disclosed by employees law. In the event of 6(e) above, the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent is required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to give the Disclosing Party that could not be remedied by the payment of damages alone prompt notice thereof. The Disclosing Party may seek an appropriate protective order, and therefore that upon any such disclosure by the Receiving Party will reasonably cooperate with the Disclosing Party in its efforts to seek such a protective order. The obligations of this Article pertaining to confidentiality shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawapply for three (3) years after disclosure.

Confidential Information. Each party The provisions of this Section 8 shall supplement Clause 34 of the Framework Agreement as incorporated into the Call-Off Contract. During the course of the Call-Off Contract, each Party (as the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and certain Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of agrees to protect the Confidential Information would cause substantial in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) use any Confidential Information for any purpose outside the scope of the Call-Off Contract; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that Party. Therefore, upon any such disclosure by the Receiving Party breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to whatever any other remedies it might have available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at lawthe Disclosing Party’s option, certify its permanent, secure destruction in writing.

Confidential Information. Each party (as “Receiving Party”) agrees that Without limitation to the Separation Agreement or any other Ancillary Agreement, each Party shall use commercially reasonable efforts, consistent with its general practices for its own similar information, to maintain in strict confidence all code, inventions, knowmaterial non-how, business, technical and financial public information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing other Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking Affiliates that is licensed to or further designation. Except as expressly authorized herein, shared with the Receiving non-disclosing Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation hereunder; provided, however, that such information shall not apply to include any information which the Receiving Party can document: (i) was rightfully is in its possession the public domain except through any intentional or known to it prior to receipt negligent act or omission of the Confidential Information; non-disclosing Party, (ii) is or has become public knowledge through no fault can be shown by clear and convincing tangible evidence to have been in the possession of the Receiving non-disclosing Party prior to disclosure by the disclosing Party; , (iii) is rightfully obtained legally and properly provided to the non-disclosing Party without restriction by an independent Third Party that is under no obligation of confidentiality to the Receiving disclosing Party from a third party without breach and that did not obtain such information in any illegal or improper manner or otherwise in violation of any confidentiality obligation; agreement with the disclosing Party, or (iv) is independently developed generated by employees or on behalf of the Receiving non-disclosing Party who had no access without use of or reference to such the disclosing Party’s information. In additionNotwithstanding the foregoing, Receiving the Parties agree that any such information may be disclosed as required by Law or an order by a Governmental Entity or any requirements of a stock market or exchange or other regulatory body having competent jurisdiction; provided that, except where permitted by Law, the recipient will give the disclosing Party may disclose Confidential Information if so reasonable advance notice of such required pursuant disclosure, and will reasonably cooperate with the disclosing Party, in order to a regulationallow the disclosing Party an opportunity to oppose, law or court order, but only to limit the minimum extent disclosure of such information or otherwise secure confidential treatment of such information required to comply be disclosed; provided, further, that if disclosure is ultimately required, the recipient will furnish only that portion of such information which, based upon advice of legal counsel, the recipient is required to disclose in compliance with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawrequirement.

Confidential Information. Each If any technical information which is of a confidential nature and necessary to carry out the Joint Research is disclosed or provided in writing by either party (to the other party, it shall be expressly indicated as “Receiving Party”) agrees that all codeconfidential at the time of such disclosure or provision. If such technical information is disclosed orally, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is shall be identified as confidential at the time of disclosure or should be reasonably known by and confirmed in writing within thirty (30) days from the Receiving Party to be Confidential Information due to the nature date of the information disclosed and the circumstances surrounding the disclosure. The SoftwareNeither party shall disclose, Documentation, provide nor leak any technical information and other code disclosed or data of any type provided by Exasol the other party pursuant to the Article 16.1 (or hereinafter referred to as the "Confidential Information") to any third party other than its agents) shall be deemed trade secret Researcher and a limited number of officers and employees who need to know the Confidential Information of Exasol without any marking or further designation(hereinafter referred to as the "Person Involved") in carrying out the Joint Research. Except as expressly authorized herein, Each party shall ensure that the Receiving Party will hold Person Involved in the Joint Research shall keep the Confidential Information disclosed hereunder in confidence and not use or disclose any Confidential Informationeven after the Person Involved has terminated his/her employment under the party. Affiliates Neither party shall, without the prior written consent of the Receiving Party will not considered to be a third party according to this Sectionother party, but use the Receiving Party shall procure that its Affiliates comply with this Section 9Confidential Information for any purpose other than the Joint Research. The Receiving Party’s non-disclosure obligation obligations under Articles 16.2 and 16.3 shall not apply to any information which falls under any of the Receiving Party can document: following: (i) information which was rightfully already in its the possession or known to it prior to receipt of the Confidential Information; receiving party at the time of disclosure or provision thereof; (ii) is information which was public knowledge at the time of disclosure or has become provision thereof; (iii) information which became public knowledge through no fault of the Receiving Party; receiving party after the disclosure or provision thereof; (iiiiv) is rightfully information which was lawfully obtained by the Receiving Party receiving party without any obligation of confidentiality from a third party who was duly authorized to disclose such information; (v) information which was independently developed or acquired by the receiving party without breach depending on the Confidential Information disclosed by the other party; or (vi) information of which the disclosure or provision is approved in advance by the other party in writing. The provisions set forth in Articles 16.2 and 16.3 shall not apply to the following acts: (i) An act of either party disclosing the Confidential Information in compliance with an order of a court of competent jurisdiction or pursuant to any requirement of any confidentiality obligationgovernmental agency; or and (ivii) is independently developed by employees An act of any Researcher utilizing any Confidential Information, which remains in the memory of the Receiving Party who had no access to such information. In additionResearcher as knowledge or experience obtained during the performance of the Joint Research, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law for any improvement research of the Joint Research or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Partyfor any other research. The Receiving Party acknowledges obligations imposed on the parties hereto under Articles 16.2 and 16.3 shall continue for two (2) years from the day following the date of completion or discontinuation of the Joint Research; provided, however, that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that parties may, upon any mutual consultation, extend or shorten such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawperiod.

Confidential Information. Each All technology, know-how, business information, quarterly reports or any other confidential information disclosed by one party (as the “Disclosing Party”) to the other party (the “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party hereunder (“Confidential Information”)) shall be used solely and exclusively by Receiving Party in a manner consistent with the rights granted hereunder and the purposes of this Agreement as stated in the preamble and recitals hereto; maintained in confidence by the Receiving Party; and shall not be disclosed to any non- party or used for any purpose except to exercise its rights and perform its obligations under this Agreement without the prior written consent of the Disclosing Party, provided except to the extent that it the Receiving Party can demonstrate by competent written evidence that such information: (a) is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to without obligations of confidentiality at the nature time of its receipt and, not through a prior disclosure by the information disclosed and Disclosing Party, as documented by the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Informationbusiness records; (iib) is or has become in the public knowledge through no fault domain other than as a result of any breach of this Agreement by the Receiving Party; (iiic) is rightfully obtained subsequently disclosed to the Receiving Party on a non- confidential basis by a third party who may lawfully do so; or (d) is independently discovered or developed by the Receiving Party from a third party without breach the use of Confidential Information provided by the Disclosing Party as documented by the Receiving Party’s business records. Within 30 days after any confidentiality obligation; expiration or termination of this Agreement, Receiving Party shall destroy (ivand certify to the Disclosing Party such destruction) is independently developed or return all Confidential Information provided by employees the Disclosing Party except as otherwise set forth in this Agreement. One copy of the Confidential Information may be retained in the Receiving Party who had no access to such informationParty’s files solely for archival purposes as a means of determining any continuing or surviving obligations under this Agreement. In addition, The confidentiality obligations under this Agreement shall survive this Agreement for a period of five (5) years. The Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only belonging to the minimum extent required other Party to comply with such regulation or order and (AbbVie to the extent permissible) such is reasonably necessary in connection with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure performance of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawthis Agreement.

Confidential Information. Each The PS Product Software, PS Source Code and PS Source Code Documentation (including pre-release versions of each of the foregoing provided for co-development) shall remain subject to the confidentiality obligations set forth in the Software License Agreement with appropriate modifications to permit Licensee to conduct the Collaboration Projects as expressly agreed in the respective co-development agreements (as described in Section 4.3 above). Other confidential information will be subject to this Section 5 unless otherwise agreed in the respective co-development agreements. (a) During the course of discussions between the parties pursuant to this Agreement, each party (as a “Disclosing Party”) may disclose to the other party (as a “Receiving Party”) agrees that all code, inventions, know-how, business, technical certain information which the Disclosing Party deems “confidential.” Disclosure of such information shall be made either: (i) in writing and financial information it obtains from the disclosing party (clearly marked “Disclosing Party”) or confidential” by the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party ; or (“Confidential Information”)ii) if orally or visually disclosed, provided that it is identified as confidential at the time of disclosure or should and confirmed by a written resume with “confidential” marking to be reasonably known by issued to the Receiving Party by the Disclosing Party within thirty (30) days after the date of such disclosure. (The information in accordance with the above-mentioned shall be referred to be as “Confidential Information”). For a period of five (5) years after initial disclosure, neither party shall disclose the Confidential Information due to third parties or make any use of Confidential Information other than in connection with the nature performance of the information disclosed this Agreement or its exercise of its rights and licenses under this Agreement and the circumstances surrounding the disclosureSoftware License Agreement. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation Such obligations shall not apply to information which any Confidential Information which: (1) is or becomes publicly available without any violation of this Agreement by Receiving Party; (2) was available to the Receiving Party can document: (i) was rightfully in its possession or known to it from a third party on a non-confidential basis prior to receipt receiving it from the Disclosing Party; (3) becomes available from a third party who is not subject to any obligation to keep such information confidential; (4) become a part of the Confidential Information; (ii) is or has become public knowledge domain through no fault of the Receiving Party; or (iii5) is rightfully obtained independently developed without use of the Disclosing Party’s Confidential Information. If the Receiving Party is required to disclose any of the Confidential Information by an administrative or judicial action, the Receiving Party may so disclose such Confidential Information; provided that the Receiving Party attempts to maintain the confidentiality of such Confidential Information by asserting in such action applicable privileges and shall immediately after receipt of the notice of such action notifies the Disclosing Party of such action to give the Disclosing Party the opportunity to seek any other legal remedies to maintain such Confidential Information in confidence as herein provided. (b) Each party shall be individually responsible for taking all required steps for safeguarding the confidentiality of third party confidential information provided to such party in connection with the efforts undertaken pursuant to this Agreement. (c) Except as otherwise expressly set forth in the Software License Agreement and in any co-development agreements: (i) all of the Confidential Information disclosed, delivered to or acquired by a Receiving Party from a third party without breach Disclosing Party hereunder, shall be and shall remain the sole property of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that ; and (ii) disclosure of the Confidential Information would cause substantial harm to under this Agreement shall by no means constitute any option, grant or license under any patent, copyright, know-how or other intellectual property rights now or in the Disclosing Party that could not be remedied future held or otherwise controlled by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at laweither party.

Confidential Information. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains may receive Confidential Information from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (). “Confidential Information”), provided ” means all information that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and or the circumstances surrounding the disclosure, including the Disclosing Party’s technology, software, specifications, documentation, trade secrets, know-how, business operations, plans, strategies, suppliers and customers. The Software, Documentation, technical information GoodTime Property and other code or data Documentation and the terms and conditions of any type provided by Exasol (or its agents) this Agreement shall be deemed trade secret and Confidential Information of Exasol GoodTime without any marking or further designation. Customer Data shall be deemed Customer’s Confidential Information without any marking or further designation. Except as expressly authorized hereinto exercise its rights or perform its obligations under this Agreement, the Receiving Party will hold in confidence and not use or any Confidential Information and will not disclose any Confidential Information. Affiliates Information except to its directors, shareholders, officers, employees, contractors, agents, Affiliates, attorneys, accountants and representatives on a need to know basis who are bound by comparable obligations of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9confidentiality. The Receiving Party’s non-disclosure obligation obligations in this Section shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential InformationInformation from the Disclosing Party; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access without use of or reference to such informationthe Confidential Information. In addition, The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation regulation, law or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure a breach of Confidential Information this Section could cause irreparable harm for which damages alone would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party event the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever such other remedies it might have at law.

Confidential Information. Each party (as a) Either Party may disclose (the “Disclosing Party”) to the other Party (the “Receiving Party”) agrees certain information pursuant to this Schedule that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party considers to be confidential and/or proprietary, including, but not limited to, Provided Information, software machine code or source code, technical processes and formulas, product designs, customer lists, product and business plans, advertising revenues, usage rates, projections, marketing and other data, the terms and provisions of this Schedule, sales, cost, account and other technical, business and financial information, as well as information that the Disclosing Party marks as confidential (“Confidential Information”). Notwithstanding the foregoing, provided that it is identified as confidential at the time of disclosure or should be reasonably Confidential Information does not include information (i) already known by the Receiving Party to be Confidential Information due to the nature without an obligation of the information disclosed and the circumstances surrounding the disclosure. The Softwareconfidentiality, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is publicly known or has become public knowledge which becomes publicly known through no fault omission or unauthorized act of the Receiving Party; , (iii) is rightfully obtained by the Receiving Party received from a third party without breach any obligation of any confidentiality obligation; or confidentiality, (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to without use of the Disclosing Party’s Confidential Information, or (v) approved in advance in writing by the Disclosing Party for disclosure. (b) The Receiving Party shall make use of the Confidential Information only for the purposes of this Schedule and shall protect the Disclosing Party’s Confidential Information by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as the Receiving Party uses to protect its own Confidential Information of a like nature. The Receiving Party acknowledges that disclosure shall disclose Confidential Information only (i) to those of its officers, directors, employees and auditors with a need to know such Confidential Information, (ii) to those sub-contractors, representatives and consultants with a need to know such Confidential Information who are bound by a written agreement with the Receiving Party to confidentiality obligations no less protective of Confidential Information would cause substantial harm as provided for in this Schedule; or (ii) as requested or required by court order, applicable law or regulation or any regulatory agency or governmental body having jurisdiction over the Receiving Party. (c) All Confidential Information shall remain the property of the Disclosing Party, and such Confidential Information and any copies thereof, shall be promptly returned to the Disclosing Party that could not be remedied by upon request or upon termination of this Schedule or the payment of damages alone and therefore that upon any such disclosure by Services or, at the Receiving Party Disclosing Party’s sole option, destroyed, in which case the Disclosing Party shall be entitled notified promptly in writing when its Confidential Information has been destroyed; provided, however, PNC may retain copies of Confidential Information of the Trust for customary archival, audit and legal purposes (including with respect to appropriate equitable relief compliance with applicable laws and regulations). The furnishing of any Confidential Information between the parties shall not constitute the granting of any right or license to use such Confidential Information except as expressly provided for in addition to whatever remedies it might have at lawthis Schedule.

Confidential Information. Each party During the term of this Agreement, a Party (as the “Receiving Party”) agrees may receive or have access to certain information of the other Party (the “Disclosing Party”) that all codeis Confidential Information of the Disclosing Party. For purposes of this Agreement, inventions“Confidential Information” shall mean any information disclosed by the Disclosing Party to the Receiving Party, whether technology-related or business-related, whether furnished before or after the Effective Date and irrespective of the form of communication, that is considered competitive, confidential or proprietary in nature including, though not limited to, information or data concerning the Disclosing Party’s products or product plans, business operations, strategies, customers and related business information, design documents, drawings, engineering information, financial analysis, forecasts, formulae, hardware configuration information, know-how, businessideas, technical inventions, market information, marketing plans, processes, products, product plans, research, specifications, software, source code and financial information it obtains from trade secrets. The Receiving Party will protect the disclosing party (“Disclosing Party”) or confidentiality of Confidential Information with the Disclosing Party’s Affiliates constitute the confidential property same degree of the Disclosing Party (“Confidential Information”), provided that it is identified care as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be uses for its own similar information, but no less than a reasonable degree of care. Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided may only be used by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by those employees of the Receiving Party who had no access have a need to know such information. In additioninformation for the purposes related to this Agreement, and the Receiving Party may disclose shall inform such employees of the confidential nature of such Confidential Information if so required pursuant to a regulation, law or court order, but only to and the minimum extent required to comply with such regulation or order and (to obligations of the extent permissible) with advance notice to the Disclosing PartyReceiving Party hereunder. The Receiving Party acknowledges that disclosure agrees to be responsible for any breach of this Agreement by it or its employees to the same extent as though such employees were parties hereto. Without limiting the foregoing, CHI may disclose such Confidential Information would cause substantial harm to third party manufacturers pursuant to Section 3(c) of this Agreement. If Distributor exercises its rights to have the Products manufactured by a third party manufacturer under Section 3(i), Distributor may disclose such Confidential Information to the Disclosing Party manufacturer subject to a confidentiality agreement regarding such Confidential Information with such manufacturer. The parties acknowledge that could not all forecasts and the terms of this Agreement are deemed Confidential Information to be remedied by protected for a term of three years from the payment date of damages alone disclosure and therefore that upon any such disclosure by the Receiving Party the Disclosing Party all other Confidential Information shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawprotected indefinitely.

Confidential Information. Each party (7.01 Except as “Receiving Party”) agrees that all codeotherwise provided in Sections 7.02 and 7.03, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing each Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and maintain Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving other Party will hold in confidence and shall not use (a) release or disclose any Confidential Information. Affiliates tangible or intangible component thereof to any third party without first receiving the prior written consent of the Receiving disclosing Party will not considered to be a third party according said release or disclosure, and (b) use such Confidential Information except as expressly permitted by this Agreement. For clarity, subject to this SectionSection 7.03, but the Receiving neither Party shall procure that its Affiliates comply with disclose the terms and conditions of this Section 9. Agreement without the prior written consent of the other Party. 7.02 The Receiving Party’s obligation of confidentiality and non-disclosure obligation use set forth in Section 7.01 shall not apply to information any Confidential Information which the Receiving Party can document: (ia) was rightfully in its possession or known to it part of the public domain prior to receipt the Effective Date or which becomes a part of the Confidential Information; public domain not due to some unauthorized act by or omission of receiving Party after the Effective Date, (iib) which is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained disclosed to receiving Party by the Receiving Party from a third party without breach who has the right to make such disclosure, (c) was known by receiving Party prior to the disclosure of any confidentiality obligation; or such Confidential Information by disclosing Party to receiving Party, as evidenced by the competent written records of receiving Party maintained in the ordinary course of business, and (ivd) is was independently developed by employees receiving Party without reliance on such Confidential Information, as evidenced by the competent written records of receiving Party maintained in the Receiving Party who had no access to such information. In addition, Receiving ordinary course of business. 7.03 Each Party may disclose Confidential Information if so of the disclosing Party to the extent that such disclosure is: (a) in the reasonable opinion of the receiving Party’s legal counsel, required to be disclosed pursuant to law, regulation or a regulationvalid order of a court of competent jurisdiction or other supra-national, law or court orderfederal, but only national, regional, state, provincial and local governmental body of competent jurisdiction (other than a securities regulatory authority, which is addressed in Section 7.04); provided, that the receiving Party shall first have given prompt written notice (and to the minimum extent possible, at least five (5) business days’ notice), to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information. In the event that no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed; (b) made by or on behalf of the receiving Party to the Regulatory Authorities as required by applicable laws, rules or regulations; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with applicable laws, rules and regulations; (c) made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining, defending or enforcing a Patent in accordance with the terms of this Agreement; provided, that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is available; (d) made to its or its Affiliates’ financial and legal advisors who have a need to know such disclosing Party’s Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this Section 7; (e) solely with respect to ProPhase, made by ProPhase, its Affiliates or its Sublicensees to potential or actual investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition; provided, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of ProPhase pursuant to this Section 7; or (f) solely with respect to ProPhase, made by ProPhase, its Affiliates or Sublicensees to its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other third parties as may be necessary or useful in connection with the Exploitation of the Licensed Products, or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Section 7. 7.04 The Parties each acknowledge that the other Party (or its Affiliate) is a publicly traded company. Notwithstanding anything in this Agreement to the contrary, each Party may (a) make such disclosures with respect to this Agreement as it determines are reasonably necessary to comply with applicable legal requirements, laws, rules and regulations imposed by a securities regulatory authority; provided that the disclosing Party shall seek confidential treatment of any disclosure of this Agreement, which such regulation or order disclosure shall be reviewed by the non-disclosing Party reasonably in advance of such disclosure to allow the non-disclosing Party to provide comments, which shall be considered for redaction in good faith by the disclosing Party, and (b) disclose the terms and conditions of this Agreement to the extent permissible) with advance notice to the Disclosing Party. The Receiving any person or entity conducting due diligence into such Party acknowledges and its businesses; provided that disclosure such person or entity is bound by obligations of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone confidentiality and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawnon-use no less restrictive than this Agreement.

Confidential Information. Each (a) By virtue of this Agreement, either ETF Managers Capital or Sit may have access to information that is confidential to the other party (as “Receiving Party”) agrees that including, without limitation, all code, inventions, know-how, business, technical, financial, customer and/or any other proprietary information of a party, products, processes, tools, services, technical knowledge and financial any other information it obtains from the disclosing party (“Disclosing Party”) and/or materials clearly marked as confidential or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is information identified as confidential at the time of disclosure or should be reasonably known by summarized as confidential in a written memorandum delivered to the Receiving Party to be recipient within thirty (30) calendar days of disclosure, including, without limitation, all information concerning the Benchmark, whether or not so marked (collectively, “Confidential Information”). Notwithstanding the foregoing, a party’s Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to include information which the Receiving Party can documentwhich: (i) was rightfully in its possession is or known to it prior to receipt becomes a part of the Confidential Informationpublic domain through no act or omission of the other party; (ii) is was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or has become public knowledge through no fault of indirectly from the Receiving Partydisclosing party; (iii) is rightfully obtained lawfully disclosed to the other party by the Receiving Party from a third party without breach of any confidentiality obligationrestriction on disclosure; or (iv) is independently developed by employees of the Receiving Party who had no access other party without reference to such informationany Confidential Information. In addition, Receiving Party may disclose Confidential Information if so the obligations of this Article 7 do not apply to confidential information that is required to be disclosed pursuant to a regulationduly authorized subpoena, law or court order, but only or government authority, provided that to the minimum extent required permitted by law the party subject to same shall provide immediate written notice to the other party upon receipt of subpoena, order, or other disclosure requirement prior to such disclosure and allow such other party the opportunity to intervene in the action in order to attempt to enjoin such subpoena, order, or other disclosure requirement. Such Confidential Information shall remain confidential for all other purposes. (b) ETF Managers Capital and Sit agree to secure and protect the Confidential Information of each other in a manner consistent with the maintenance of the other party’s rights therein, using at least as great a degree of care as each party uses to maintain the confidentiality of its own confidential information of a similar nature, but in no event using less than its reasonable efforts. Neither ETF Managers Capital nor Sit shall sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Information of the other party to third parties, except as necessary to perform its obligations under this Agreement or as expressly authorized in this Agreement. Each party represents that it has, and agrees to maintain, an appropriate agreement with each third party who may have access to Confidential Information sufficient to enable such party to comply with all of the terms of this Agreement. (c) ETF Managers Capital and Sit agree that the unauthorized use by any party of the other party’s Confidential Information will diminish the value of such regulation or order Confidential Information and (will cause substantial and irreparable damage to the extent permissibleparty whose Confidential Information was improperly disclosed, and that the remedies generally available at law may be inadequate. Accordingly, ETF Managers Capital and Sit agree that a breach of this Article 7 shall entitle Sit (in the case of a breach by ETF Managers Capital) with advance notice or ETF Managers Capital (in the case of a breach by Sit) to the Disclosing Partyseek equitable relief to protect its interest herein, including injunctive relief, as well as money damages. The Receiving Party acknowledges parties agree that disclosure the obligations under this Article shall survive termination or expiration of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party this Agreement. (d) Each party shall be entitled free to appropriate equitable relief use for itself and for others in addition to whatever remedies any manner the general knowledge, skill or experience acquired by it might have at lawin connection with this Agreement.

Confidential Information. Each party (as “Receiving Party”) agrees that Confidential Information” is all code, inventions, know-how, business, technical and financial confidential information it obtains from the disclosing disclosed by a party (“Disclosing Party”) or to the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party other party (“Confidential InformationReceiving Party”), provided whether orally or in writing, that it is identified designated as confidential at the time of disclosure or that reasonably should be reasonably known by the Receiving Party understood to be Confidential Information due to confidential given the nature of the information disclosed and the circumstances surrounding the of disclosure. The SoftwareYour Confidential Information will include Your Data. [COP]’s Confidential Information will include the Services (and any portion thereof), Documentationthe terms and conditions of this Agreement and any Schedules, and all related Service order forms, as well as [COP]’s business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by [COP]. Confidential Information will not include any information and other code that (i) is or data becomes generally known to the public without breach of any type provided by Exasol obligation owed to the Disclosing Party, (or its agentsii) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, was known to the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt its disclosure by the Disclosing Party without breach of any obligation owed to the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Disclosing Party; , (iii) is rightfully obtained by the Receiving Party received from a third party without breach of any confidentiality obligation; obligation owed to the Disclosing Party, or (iv) is was independently developed by employees of the Receiving Party who had no access to such informationParty. In addition, The Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (binding orders of governmental entities that have jurisdiction over it; provided however that, to the extent permissible) with advance notice legally permitted by law to do so, the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to gives the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy, discloses only such Confidential Information as is required by the governmental entity, and uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information disclosed. You acknowledge that [COP], and its licensors, retain all intellectual property rights and title, in and to, all of their Confidential Information and/or other proprietary information. This shall include, but not be entitled to appropriate equitable relief limited to: products, services, and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in addition to whatever remedies it might have at lawconnection with the Services provided by [COP] hereunder.

Confidential Information. Each party 14.1 BOARD and LICENSEE each agree, for the term of this AGREEMENT and 3 years thereafter, that the terms and conditions contained in this AGREEMENT and all other information contained in documents marked "confidential" and forwarded to one by the other (as “Receiving Party”i) agrees that all codeare to be received in strict confidence, inventions(ii) are to be used only for the purposes of this AGREEMENT, know-howand (iii) are not to be disclosed by the recipient party, business, technical and financial information it obtains from its agents or employees without the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property prior written consent of the Disclosing Party other party, except to the extent that the recipient party can establish competent written proof that such information (“"Confidential Information”), provided that it is identified as confidential "): (a) was in the public domain at the time of disclosure disclosure; (b) later became part of the public domain through no act or should be reasonably omission of the recipient party, it's employees, agents, successors or assigns; (c) was lawfully disclosed to the recipient party by a third party having the right to disclose it; (d) was already known by the Receiving Party to be Confidential Information due to recipient party at the nature time of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol ; (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (ie) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access recipient; or (f) is required by law or regulation to such information. In addition, Receiving Party be disclosed. 14.2 Each party may disclose the other's Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, complying with applicable governmental regulations or conducting pre-clinical or clinical trials, provided that if a party is required by law or regulation to make any such disclosure of the other party's Confidential Information it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance written notice to the Disclosing Party. The Receiving Party acknowledges that other party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use reasonably diligent efforts to secure confidential treatment of such Confidential Information would cause substantial harm required to be disclosed. Additionally, [*#*] CONFIDENTIAL TREATMENT REQUESTED LICENSEE may disclose the terms and conditions of this AGREEMENT to its potential or current investors or NON-SUBLICENSEE CORPORATE PARTNERS, or to any other entity that may potentially acquire rights or licenses from LICENSEE provided such party agrees to the Disclosing Party that could not be remedied by the payment confidentiality provisions in this Article XIV. 14.3 Each party's obligation of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party confidence hereunder shall be entitled fulfilled by using at least the same degree of care with the other party's confidential information as it uses to appropriate equitable relief protect its own confidential information. This obligation shall exist while this AGREEMENT is in addition to whatever remedies it might have at lawforce and for a period of 3 years thereafter.

Confidential Information. Each party Except to the extent covered by a separate Non-Disclosure Agreement specific to the particular subject matter (i.e. not general in nature): 10.1 The Parties will (i) maintain the confidentiality of each other’s Confidential Information and not disclose it to any third party, except as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from authorized by the original disclosing party in writing; (ii) restrict disclosure of Confidential Information only to employees, contract employees and third party contractors who have a “Disclosing Party”) or need to know” in order for the Disclosing Party’s Affiliates constitute party to perform its obligations and exercise its rights under this Agreement, and who are bound to maintain the confidential property confidentiality of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due by terms of nondisclosure no less restrictive than those contained herein; (iii) handle Confidential Information with the same degree of care the receiving party applies to its own confidential information, but in no event, less than reasonable care, and (iv) use Confidential Information only for the purpose of performing, and to the nature extent necessary to fulfill, their respective obligations under this Agreement; (v) promptly notify the other Party upon discovery of any unauthorized use or disclosure of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information and take reasonable steps to regain possession of Exasol without any marking the Confidential Information and prevent further unauthorized actions or further designationbreaches of this Agreement. Except as expressly authorized hereinNeither party will reverse engineer, the Receiving Party will hold in confidence and not use de-compile, or disclose disassemble any Confidential Information. Affiliates Confidential Information is and at all times will remain the property of the Receiving disclosing Party. No use of any Confidential Information is permitted except as expressly provided herein, and no grant under any proprietary rights is hereby given or intended, including any license implied or otherwise. Upon receipt of either party’s written request, the other party will return to the disclosing party all Confidential Information disclosed by such party, along with all copies and portions thereof. 10.2 Notwithstanding anything to the contrary herein, the receiving Party will not considered has no obligation to be a third party according to this Section, but preserve the Receiving Party shall procure confidentiality of any information that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: is (i) was previously known, or received rightfully in its possession or known by the receiving Party without any obligation to keep it prior to receipt of the Confidential Information; confidential, (ii) is or has become public knowledge through no fault of distributed to third parties by the Receiving Party; disclosing Party without restriction, (iii) is rightfully obtained publicly available other than by unauthorized disclosure by the Receiving Party from a third party without breach of any confidentiality obligation; or receiving Party, (iv) is independently developed by employees the receiving Party, or (v) disclosed to a governmental authority lawfully demanding Confidential Information, provided that the receiving Party provides sufficient prior written notice of the Receiving demand to allow the disclosing Party who had no access a reasonable opportunity to such information. In additionobject to the scope or terms of the governmental demand or obtain a protective order, Receiving the receiving Party may disclose uses all reasonable efforts to resist disclosure before complying with the disclosure request, and if disclosure ultimately is required, the receiving Party discloses only the Confidential Information if so specifically required pursuant to a regulation, law or court order, but and only to the minimum extent compelled to do so, and the receiving Party otherwise continues to maintain confidentiality after the required disclosure. 10.3 Motorola will retain ownership of all specifications provided by Motorola to comply with such regulation or order Supplier under this Agreement, and (Broadcom will retain ownership of all specifications provided by Supplier to Motorola under this Agreement. The receiving Party shall treat the disclosing Party’s specifications received hereunder as Confidential Information subject to the extent permissible) with advance notice to the Disclosing Partyprovisions of this Section 10. The Receiving Party acknowledges that disclosure parties’ obligations as stated in this Section 10.3 will survive the expiration or termination of this Agreement. 10.4 The existence of this Agreement, and its terms and conditions, are Confidential Information. 10.5 Each Party’s obligations under this Agreement to keep confidential and restrict use of the other Party’s Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment will survive five (5) years from expiration or termination of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawthis Agreement.

Confidential Information. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from During the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property course of the Disclosing Research Program, ------------------------ or in discussions concerning Exclusive Data Sets, each Party may disclose to the other proprietary technical, research and business information, including but not limited to information contained in Data Sets (“which Data Set information shall be deemed Confidential Information of CURAGEN), (collectively, "Confidential Information”"). For a period of [XXXXX] after the receipt of any such Confidential Information, provided that except as expressly permitted hereunder, the receiving Party shall keep confidential all such Confidential Information of the other Party and will not disclose such Confidential Information of the other Party to third parties by publication or otherwise. Each Party further agrees not to use Confidential Information of the other Party for any purpose other than conducting or evaluating research hereunder, evaluating and analyzing Data Sets or exercising any rights granted to it or reserved by it under this Agreement. Notwithstanding the foregoing, it is identified as confidential understood and agreed that the receiving Party's obligations of confidentiality and nonuse herein shall not apply to any information which: (a) is, at the time of disclosure or should be reasonably known by the Receiving disclosing Party hereunder, or thereafter becomes, a part of the public domain or publicly known or available through no fault or negligence of the receiving Party or any of its Affiliates; or (b) was otherwise in the receiving Party's lawful possession prior to be Confidential Information due disclosure by the disclosing Party, as demonstrated by the receiving Party's written records; or (c) is lawfully disclosed to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided receiving Party on a non-confidential basis by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according who is not in violation of an obligation of confidentiality to this Section, but the Receiving disclosing Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access relative to such information. In addition, Receiving Each Party may disclose the other Party's Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required reasonably necessary to comply with such regulation applicable government law or order and (to the extent permissible) with advance regulations, provided that prompt notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled given to appropriate equitable relief the other Party. Information disclosed other than in addition written or electronic form shall be subject to whatever remedies it might have at lawthe terms of this Section 4.1 only if confirmed in Confidential Treatment Requested writing to other Party within thirty (30) days of initial disclosure and specifying with particularity that Confidential Information disclosed other than in written form which is subject to the provisions of this Section 4.1.

Confidential Information. During the course of the Research Program, ------------------------ or in discussions concerning Exclusive Data Sets, each Party may disclose to the other proprietary technical and business information, including but not limited to information contained in Data Sets (which information shall be deemed Confidential Information of CURAGEN), (collectively, "Confidential Information"). For a period of [XXXXXXXXXXX] after the receipt of any such Confidential Information, except as expressly permitted hereunder, the receiving Party shall keep confidential all such Confidential Information of the other Party and will not disclose such Confidential Information of the other Party to third parties by publication or otherwise. Each party (as “Receiving Party”) agrees Party shall take reasonable steps to ensure that all codeof its employees, inventions, know-how, business, technical consultants and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property RC members shall protect and use Confidential Information of the Disclosing other Party (“only in accordance with the terms hereof. Each Party further agrees not to use Confidential Information”)Information of the other Party for any purpose other than conducting or evaluating research hereunder, provided that evaluating and analyzing Data Sets or exercising any rights granted to it or reserved by it hereunder, in an executed License Agreement or executed subscription agreement, or as otherwise expressly permitted hereunder. Notwithstanding the foregoing, it is identified as confidential understood and agreed that the receiving Party's obligations of confidentiality and nonuse herein shall not apply to any information which: (a) is, at the time of disclosure or should be reasonably known by the Receiving disclosing Party hereunder, or thereafter becomes, a part of the public domain or publicly known or available through no fault or negligence of the receiving Party or any of its Affiliates; or (b) was otherwise in the receiving Party's lawful possession prior to be Confidential Information due disclosure by the disclosing Party, as demonstrated by the receiving Party's written records; or (c) is lawfully disclosed to the nature receiving Party or any of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided its Affiliates on a non-confidential basis by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according who is not in violation of an obligation of confidentiality to this Section, but the Receiving disclosing Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access relative to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

Confidential Information. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute constitutes the confidential property information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The SoftwareServices and any updates, Documentationupgrades, modifications, derivatives, specifications, technical information and guides, other code software, or data of any type other documentation provided by Exasol Copado (or its agents) shall be deemed trade secret and Confidential Information of Exasol ▇▇▇▇▇▇ without any marking or further future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so ; or (v) is required to be disclosed pursuant to a the regulation, law law, or court order, order (but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could for which damages alone may not be remedied by the payment of damages alone a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if ▇▇▇▇▇▇ is in possession of any Customer Materials, ▇▇▇▇▇▇ shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, ▇▇▇▇▇▇ will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, ▇▇▇▇▇▇ will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain ▇▇▇▇▇▇ Services do not store or maintain Customer Materials.

Confidential Information. Each party (a) Confidential Information is any information provided pursuant to or in furtherance of this Agreement by a Disclosing Party to a Receiving Party that is clearly marked as “Receiving Party”) agrees confidential” or that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) a reasonable person in like circumstances would understand to be confidential or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (proprietary. “Confidential Information”)” does not include Protected Health Information, provided as that it term is identified as confidential defined at 45 C.F.R. § 160.103 and shall not apply to information that: (i) was known to Receiving Party at the time of disclosure hereunder, as evidenced by Receiving Party’s contemporaneous written or should electronic records; (ii) becomes generally known to the public through no fault of Receiving Party or anyone doing work under its direction pursuant to the terms of this Agreement; (iii) is disclosed to Receiving Party by a third person who has a right to make such disclosure without an obligation of confidentiality to Disclosing Party; or (iv) is developed independently by Receiving Party without use of the Disclosing party’s Confidential Information, as evidenced by Receiving Party’s contemporaneous written or electronic records. b) Receiving Party shall not use Confidential Information, except in furtherance of this Agreement, or disclose Confidential Information to third parties in a manner that is inconsistent with the terms of this Section. Except as stated herein, a Receiving Party shall restrict access to Disclosing Party’s Confidential Information to Receiving Party’s employees and contractors with a need to know for the purpose of administering or implementing this Agreement or for the purpose of providing legal, actuarial, or accounting services to Receiving Party, and only to the extent such employees and contractors agree to be reasonably known bound by confidentiality and use restrictions at least as restrictive as those set forth herein. Receiving Party shall be responsible for any unauthorized use or disclosure of the Disclosing Party’s Confidential Information by any person or entity to which the Receiving Party discloses such Confidential Information. c) Upon termination of this Agreement, Receiving Party shall return to be Disclosing Party all documents or other materials that contain Disclosing Party’s Confidential Information due or destroy all copies thereof. d) If the Receiving Party is required under a final judicial or governmental order to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of disclose any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized hereinreceived from the Disclosing Party, the Receiving Party will hold in confidence and not use or may disclose any the Confidential Information. Affiliates of , provided that the Receiving Party will not considered gives the Disclosing Party sufficient prior notice to be a third party according to this Section, but contest such order and the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt discloses only such portions of the Confidential Information; (ii) Information as is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained required by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

Confidential Information. Each party agrees that all business and/or technical information that is received by a party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) that a) is in written, recorded, graphical or other tangible form and is marked "Confidential" or “Trade Secret” or similar designation; b) is in oral form and identified by the Disclosing Party’s Affiliates constitute Discloser as "Confidential" or “Trade Secret” or similar designation at the time of disclosure, with subsequent confirmation in writing within thirty (30) days of such disclosure; or c) the nature of which could reasonably be construed to be confidential shall be considered the confidential property of the Disclosing Party (“Confidential Information”). Any software, provided that it is identified as confidential at the time of disclosure documentation or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol Flexera Software (or its agents) ), performance information relating to the Software, and the terms of this Agreement shall be deemed trade secret and Confidential Information of Exasol Flexera Software without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure nondisclosure obligation shall not apply to information which the Receiving Party can documentthat: (ia) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (iib) is or has become public knowledge through no fault of the Receiving Party; (iiic) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (ivd) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so ; or (e) is required to be disclosed pursuant to a regulation, law or court order, order (but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could for which damages alone would not be remedied by the payment of damages alone a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

Confidential Information. Each party (as “Receiving Party”) agrees acknowledges that all codeby reason of the relationship created between the parties by this Agreement, inventions, knowit may have access to certain non-how, public information of substantial value concerning the other party's business, technical operations, strategic plans, customers, users, suppliers, technology, competition and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party employees (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should which value would be reasonably known by the Receiving Party to be impaired if such Confidential Information due were disclosed to third parties or used other than for purposes expressly authorized hereunder. Without limiting the foregoing, but for avoidance of doubt, the terms of this Agreement, and any performance, warranty and like information relating to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code Service (by whomsoever generated or data of any type provided by Exasol (or its agentscommunicated) shall will be deemed trade secret and considered Confidential Information of Exasol Informed K12. Accordingly, each party agrees (a) to maintain all Confidential Information received from the other, in whatever form disclosed, in strict confidence, (b) not to disclose or otherwise make available such Confidential Information to any third party without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates prior written consent of the Receiving Party will disclosing party, and (c) not considered to be a third use the Confidential Information of the other party according to this Section, but except as required in the Receiving Party shall procure that performance of its Affiliates comply with this Section 9obligations or the exercise of its rights hereunder. The Receiving Party’s non-disclosure obligation foregoing obligations shall not apply to information which Confidential Information of a disclosing party that, as can be reasonably demonstrated with admissible evidence by the Receiving Party can documentreceiving party: (i) was rightfully in its possession is or known to it prior to receipt becomes a matter of public knowledge though no action or omission of the Confidential Informationreceiving party; (ii) is was rightfully in the receiving party’s possession without restrictions on use or has become public knowledge through no fault of disclosure prior to its disclosure by the Receiving Partydisclosing party; (iii) is rightfully obtained by the Receiving Party receiving party without an obligation of confidentiality from a third party without breach who has no obligation of any confidentiality obligationconfidentiality, direct or indirect, to the disclosing party; or (iv) is independently developed by employees of the Receiving Party who had no access receiving party without reference to such information. In additionthe disclosing party’s Confidential Information; or (v) is required to be disclosed by a government authority, Receiving Party may disclose Confidential Information if so required pursuant to a regulationcourt or other authorized tribunal, law or court order, but and then only to the minimum extent required to comply with of such regulation or order requirement and (only after prompt notice of the requirement is given to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawdisclosing party.

Confidential Information. Each party has disclosed (prior to the commencement of this Agreement) and may disclose Confidential Information to the other party which it intends the other party to maintain in confidence, and each party agrees to comply with the provisions of this Section 15 with respect to all such Confidential Information. As used herein, each party which discloses such information is referred to as “a "Disclosing Party" and each party which receives such information is referred to as a "Receiving Party”) agrees that all code." "Confidential Information" means Disclosing Party's confidential and proprietary inventions, inventionsproducts, designs and ideas, including computer software, functionality, concepts, processes, internal structure, external elements, user interfaces, technology and documentation, as well as confidential and proprietary information relating to Disclosing Party's operations, plans, opportunities, finances, research, technology, developments, know-how, businesspersonnel, technical and financial any third party confidential information it obtains from disclosed to Receiving Party. Without limiting the disclosing party foregoing definition, the Licensed Software, the Documentation (“Disclosing Party”) or except Documentation reasonably expected to be provided to End Users regarding the Disclosing Party’s Affiliates constitute the confidential property use of the Disclosing Party (“Licensed Software) and all Packets are "Confidential Information”)" of the Licensor. The terms and conditions of this Agreement are also "Confidential Information." However, provided that it is identified as confidential at "Confidential Information" shall not include information (a) already lawfully known to Receiving Party if the time of disclosure or should be reasonably known Receiving Party does not then have a duty to maintain its confidentiality, (b) developed independently by the Receiving Party to be Confidential Information due Party, (c) generally known to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iiid) is rightfully lawfully obtained by the Receiving Party from a third party without breach not obligated to preserve its confidentiality; (e) required to be disclosed by law, regulation or order of a court of competent jurisdiction or other governmental authority (except that prior to any confidentiality obligation; or (iv) is independently developed by employees of such disclosure the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to shall give the Disclosing Party that could not be remedied by the payment of damages alone notice thereof and therefore that upon any such disclosure by the Receiving Party afford the Disclosing Party shall be entitled the opportunity to appropriate equitable relief in addition to whatever remedies it might have at lawoppose any such disclosure).

Confidential Information. 8.1 Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing any party (“Disclosing Party”) may disclose or the Disclosing grant to any other party (“Receiving Party’s Affiliates constitute the confidential property of ”) access to information that the Disclosing Party considers confidential or proprietary (“Confidential Information”). Confidential Information, provided that it as used in this Agreement, shall mean any information or data which (a) if in tangible form or other media can be converted to readable form, is clearly marked as proprietary, confidential or private when disclosed, (b) if oral or visual, is identified as confidential proprietary, confidential, or private at the time of disclosure disclosure, or should be reasonably known by the Receiving Party to be (c) is of a nature or is disclosed under circumstances such that a reasonable person would consider it confidential. 8.2 A Disclosing Party's Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to include information which the Receiving Party can document: that (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (iia) is or has become becomes part of the public knowledge domain through no fault act or omission of the a Receiving Party; (iiib) is rightfully was in the Receiving Party's lawful possession prior to the disclosure and had not been obtained by the Receiving Party from the Disclosing Party; (c) is disclosed to the Receiving Party by a third party without breach not known to the Receiving Party, following reasonable inquiry, to be subject to an obligation of any confidentiality obligationnon-disclosure with respect to such information; or (ivd) is independently developed by employees the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. 8.3 The Receiving Party agrees to hold in confidence and not to disclose or reveal to any person or entity the Disclosing Party's Confidential Information, and not to use the Disclosing Party's Confidential Information for any purpose other than in connection with the parties' discussions regarding, and performance of, a transaction. Without limiting the generality of the foregoing, the Receiving Party shall not disclose Confidential Information of the Disclosing Party to any of the Receiving Party's employees or agents, except those employees or agents who are required to have such Confidential Information to participate in the parties' discussions regarding, or performance of, a transaction, and who are under a written obligation of confidentiality or nondisclosure to the Receiving Party. The Receiving Party who had no access agrees to take commercially reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees in breach of this Agreement, including, but not limited to, advising each permitted employee to whom Confidential Information is disclosed of his/her obligations regarding confidentiality and non-use of such information. In addition, The Receiving Party shall be fully responsible for any breach of this Agreement by its employees. The Receiving Party may disclose Confidential Information of the Disclosing Party if so required by law or judicial, arbitral or governmental order or process, provided the Receiving Party gives the Disclosing Party prompt written notice of such requirement, reasonably co-operates (at the Disclosing Party's expense) with the Disclosing Party's efforts to obtain a protective order or other appropriate relief, and discloses only the Confidential Information required to be disclosed under such law, order or process. 8.4 The parties agree to return to each other, or to destroy upon written request of the other party, any and all Confidential Information received pursuant to a regulationthis Agreement, law together with all copies that may have been made, promptly upon request of the other party, or, if not requested earlier, upon completion of the transaction or court ordertermination of this Agreement. Upon destruction of Confidential Information or any copies thereof, but only the party accomplishing such destruction shall certify in writing to the minimum extent required to comply with other party that such regulation or order destruction has occurred. 8.5 The Receiving Party acknowledges and (agrees that, due to the extent permissible) with advance notice unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Agreement and that such breach would cause irreparable harm to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall thus be entitled to appropriate equitable relief seek immediate injunctive relief, in addition to whatever other remedies it might have at lawlaw or in equity, in the event of an actual or threatened breach of this Agreement by the Receiving Party. 8.6 Confidential Information shall remain the sole and exclusive property of the Disclosing Party. No patent, copyright, trademark, or other proprietary right is licensed, granted or otherwise transferred by this Agreement or any disclosure hereunder, except for the right to use such information in accordance with this Agreement. No warranties of any kind are given for the Confidential Information disclosed under this Agreement.

Confidential Information. (a) Each party Party shall (and shall cause its Affiliates, agents and representatives to), for the term of this Agreement and for six (6) years after the expiration or termination of this Agreement for any reason, (i) keep confidential, (ii) not disclose to others, (iii) use only for the purposes provided for or permitted under this Agreement or the Related Agreements, and (iv) use Best Efforts, and at least the same degree of care (but no less as “Receiving a reasonable degree of care) as it uses to protect its own Confidential Information of like importance, to prevent unauthorized use, dissemination and disclosure of, all of the other Party”) agrees that all code's and its Affiliates' Confidential Information, inventionsexcept as expressly provided for or permitted by this Agreement. All Confidential Information shall, know-how, business, technical as between the Parties and financial information it obtains from their Affiliates remain the sole property of the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”)relevant Affiliate. The receiving party and its Affiliates, provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due agents and representatives shall have no rights to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol the disclosing party and its Affiliates, except as provided in this Agreement. Nothing in this Section 11.1 shall prevent disclosure or use of information which is or becomes public knowledge without any marking the fault of the receiving party and its Affiliates, agents and representatives or further designation. Except as expressly authorized hereininformation already known to, or proven by written evidence to have been independently derived by, the Receiving Party will hold in confidence and not use receiving party or disclose any Confidential Information. its Affiliates of the Receiving Party will not considered to be or received from a third party according having the right to this Sectionconvey it. Notwithstanding the foregoing, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: such Confidential Information may be (i) was rightfully disclosed to a Governmental Authority and to others to the extent such disclosure may be required to be included in its possession regulatory filings permitted under the terms of this Agreement or known to it prior to receipt of the Confidential Informationrequired under Applicable Law; (ii) is published by the receiving party or its Affiliates, if and to the extent such publication has become public knowledge through no fault of been approved in writing by the Receiving Partydisclosing party; or (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (disclosed to the extent permissible) with advance notice required by Applicable Law or as ordered by a court or other regulatory body having competent jurisdiction. In each of the foregoing cases, the receiving party will use its Best Efforts to limit the disclosure and maintain confidentiality of such Confidential Information to the Disclosing Partymaximum extent practicable and prior to making any such disclosure it shall use Best Efforts to consult with the disclosing party regarding the scope of any protective order or other confidentiality protections that may be available to limit the extent of disclosure. The Receiving Party acknowledges that Any disclosure of Confidential Information would cause substantial harm to any Affiliates, agents or representatives of the Disclosing Party receiving party shall be limited to a "need to know" basis for purposes related to this Agreement; provided that could not (i) the receiving party shall be remedied responsible and liable to disclosing party for any breach of the terms of this Section 11.1 by the payment of damages alone any Affiliate, agent or representative, and therefore that upon any such (ii) disclosure by the Receiving Party the Disclosing Party receiving party to any agent or representative shall be entitled made pursuant to appropriate equitable relief confidentiality agreements. (b) The provisions of this Section 11.1 shall survive and shall remain in addition to whatever remedies it might have at lawfull force and effect for six (6) years after the expiration or termination or termination of this Agreement for any reason. For purposes of this Section 11.1 and 11.2, L'Oreal shall be deemed an Affiliate of Purchaser.

Confidential Information. Each party 23.1 Except to the extent set out in this clause 23, each Party shall: (A) treat as “Receiving Party”) agrees that confidential all code, inventions, know-how, business, technical and financial information it obtains Confidential Information obtained from the disclosing party other Parties under the Agreement; (“Disclosing Party”B) or use the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be other Parties’ Confidential Information due solely for the specific purposes for which it was disclosed; (C) not publish or otherwise disclose to any person the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Parties’ Confidential Information of Exasol without any marking the owner’s prior written consent; and (D) take all action reasonably necessary to secure the other Parties’ Confidential Information against thefl, loss or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving unauthorised disclosure. 23.2 Each Party may disclose Confidential Information if so required pursuant that would otherwise be subject to a regulation, law or court order, clause 23.1 but only if it can demonstrate that the Confidential Information: (A) is required to be disclosed by any court of competent jurisdiction, Regulatory Authority, by the rules of a recognised stock exchange or by Applicable Law or the Scheme Rules; (B) was lawfully in its possession prior to disclosure to it by any other Party without an obligation restricting disclosure; (C) is already public knowledge or which becomes so at a future date (otherwise than as a result of breach of this clause 23); (D) is received from a third party who is not under an obligation of confidentiality in relation to the minimum extent required to comply with such regulation information; or (E) is developed independently without access to, or order use or knowledge of, the Confidential Information. 23.3 Notwithstanding the provisions of clauses 23.1, 23.2 and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of 23.4, we and/or any Other Financial Institution may aggregate and anonymise your Confidential Information would cause substantial harm (including the Data), and disclose it in that form to any Third Party. 23.4 Other than as expressly permitted under the Disclosing Party that could not be remedied by Agreement, on termination of the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Agreement for whatever reason, each Party shall forthwith cease to use any Confidential Information of the other Parties and shall return on demand, or at the request of the other, destroy or permanently erase all copies of that Confidential Information in its possession or control, save that a Party will be entitled permitted to appropriate equitable relief in addition to whatever remedies it might have at lawretain such part of the Confidential Information for the purposes of and for so long as required by any Applicable Law or its legitimate internal compliance requirements.

Confidential Information. Each In order to protect the Confidential Information of any party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (a “Disclosing Party”) or that becomes available to any other party (a “Receiving Party”), the Receiving Party agrees that (i) it shall make no use of such Confidential Information except in furtherance of the purposes of, and as contemplated by, this Agreement, and (ii) it shall not (and it shall cause its Affiliates, directors, officers, employees, agents and representatives not to) without the prior written consent of the Disclosing Party, disclose to any third party Confidential Information of such Disclosing Party, so long as such Receiving Party is a Shareholder and for a period of [***] thereafter or, in the case of the Company, so long as it remains in existence; provided, however, that: (a) a Receiving Party may disclose Confidential Information to those of its Affiliates, directors, officers, employees, agents and representatives who have a need to know such Confidential Information in relation to the matters contemplated hereby and who are under obligations of confidentiality and non-use consistent with those set forth herein; provided that any disclosure of Confidential Information by a party’s Affiliates constitute Affiliates, directors, officers, employees, agents and representatives that is not permitted by this Section 23.14 shall be a breach by such party of this Section 23.14; (b) disclosure of Confidential Information is permitted to the confidential property of extent that such disclosure is required pursuant to Applicable Law; provided however, that the Receiving Party shall promptly notify the Disclosing Party (“in writing of the existence of any such requirement and reasonably cooperate with the Disclosing Party in seeking an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information”), provided that it is identified as confidential ; (c) this Section 23.14 shall not apply to any Confidential Information which: i. was in the public domain or the subject of public knowledge at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature its disclosure; ii. becomes part of the information disclosed and public domain or the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code subject of public knowledge through no breach by or data act of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates default of the Receiving Party will not considered to be a third party according to this Sectionor its representatives, but the Receiving Party shall procure that its Affiliates comply with this Section 9employees or agents; iii. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without other than in breach of any a legal or contractual obligation of confidentiality obligation; or (iv) is independently developed owed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm third party to the Disclosing Party that could not be remedied by in respect thereof, the payment existence of damages alone and therefore that upon any such disclosure which obligation was known or should have been known by the Receiving Party; or iv. the Receiving Party the Disclosing Party shall be entitled establishes was independently developed by it without reference to appropriate equitable relief in addition to whatever remedies it might have at lawConfidential Information.

Confidential Information. Each party (as “Receiving Party”a) agrees By virtue of this Agreement, the parties may have access to information that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the is confidential property of the Disclosing Party to one another (“Confidential Information”). Confidential Information will include: all technical and business information, including without limitation all Programs and Documentation provided that it is by NetBrain, planning, pricing and offerings for products and services; other product information including, but not limited to, configuration and packaging details; terms and pricing under this Agreement; all information clearly identified or marked as confidential at the time of disclosure or should be reasonably known by the Receiving Party confidential; all information identified elsewhere in this Agreement as Confidential Information; and all information a reasonable person would consider to be Confidential Information due to the nature of the information disclosed and confidential, taking into account the circumstances surrounding the its disclosure. The SoftwareIn addition, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) Third Party Software shall be deemed trade secret and included as Confidential Information of Exasol without any marking Information, whether or further designation. Except not designated as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party A party’s Confidential Information will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to include information which the Receiving Party can documentthat: (i) was rightfully in its possession is or becomes generally known to it prior to receipt the public through no act or omission of the Confidential Informationreceiving party; (ii) is was in the receiving party’s lawful possession prior to the disclosure and had not been obtained by the receiving party either directly or has become public knowledge through no fault of indirectly from the Receiving Partydisclosing party; (iii) is rightfully obtained lawfully disclosed to the receiving party by the Receiving Party from a third party without breach of any confidentiality obligationrestriction on disclosure; or (iv) is independently developed by employees the receiving party without use of or reference to the Receiving Party who had no access disclosing party’s Confidential Information. (b) The parties agree to such information. In addition, Receiving Party may disclose hold each other's Confidential Information if so in confidence during the Subscription Period of this Agreement and for a period of three (3) years after termination or expiration of this Agreement. Notwithstanding the foregoing, Customer will keep the Programs and Documentation confidential indefinitely after termination or expiration of this Agreement. The parties agree, unless required pursuant by law, not to a regulation, law or court order, but only make each other’s Confidential Information available in any form to the minimum extent required to comply with such regulation or order and (any third party for any purpose except to the extent permissiblenecessary to exercise its rights under this Agreement, and to treat Confidential Information of the other party with the same degree of care with which it would treat its own confidential information of a like nature, and in no case with less than a reasonable degree of care. (c) It shall not be a breach of this section if Confidential Information is disclosed pursuant to subpoena or other compulsory judicial or administrative process, provided the party served with advance notice such process promptly notifies the other party and provides reasonable assistance so that the other party may seek a protective order against public disclosure (except to the Disclosing Party. The Receiving Party acknowledges that extent providing such notification is legally prohibited). (d) Each party agrees to limit the disclosure of Confidential Information would cause substantial harm to those of its employees and agents who have a need to know such Confidential Information, and each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the Disclosing Party that could not terms of this Agreement and shall be remedied by the payment of damages alone and therefore that upon liable for any such disclosure or distribution, and in the event such disclosure is necessary, then only the minimum required information may be disclosed. (e) Each party agrees not to use the other party’s Confidential Information for any purpose other than the performance of this Agreement. Each party shall not disclose the terms of this Agreement or the ongoing business relationship initiated by this Agreement except as required by law or governmental regulation without the Receiving Party other party’s prior written consent, except that each party may disclose the Disclosing Party shall be entitled terms of this Agreement on a confidential basis to appropriate equitable relief in addition to whatever remedies it might have at lawits accountants, attorneys, parent organizations, Affiliates, and financial advisors and lenders.

Confidential Information. 11.1 All Confidential Information shall only be used for the purposes set forth in this Agreement. Each party Party will keep in confidence any Confidential Information obtained in relation to this Agreement and will not divulge the same to any Third Party, unless the exceptions specifically set forth below in this Section 11.1 below apply, in order to obtain patent protection or when approved by the other Party in writing, and with the exception of their own officers, employees, consultants or sub-contractors with a need to know as to enable such personnel to perform their duties hereunder. This provision will not apply to Confidential Information which the Receiving Party can demonstrate: (as “a) was in the public domain other than by breach of this undertaking, or by another confidentiality undertaking; (b) was already in the possession of the Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains Party before its receipt from the disclosing party (“Disclosing Party”) or the Disclosing Party; (c) is obtained from a Third Party who is free to divulge the same; (d) is required to be disclosed by mandatory law, court order, lawful government action or applicable stock exchange regulations; (e) is reasonably necessary for either Party to utilize its rights and make use of its Intellectual Property Rights; or (f) is developed or created by one Party independently of the other, without any part thereof having been developed or created with assistance or information received from the other Party. 11.2 The Receiving Party shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the dissemination to Third Parties or publication of the Confidential Information, as the Receiving Party uses to protect its own Confidential Information of similar nature. Further, each Party shall ensure that its employees and consultants are bound by a similar duty of confidentiality and that any subcontractors taking part in the fulfilment of that Party’s Affiliates constitute the confidential property of obligations hereunder, enters into a confidentiality undertaking containing in essence similar provisions as those set forth in this Section 11. 11.3 Any tangible materials that disclose or embody Confidential Information should be marked by the Disclosing Party (as “Confidential,” “Proprietary” or the substantial equivalent thereof. Confidential Information”), provided Information that it is disclosed orally or visually shall be identified by the Disclosing Party as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure, with subsequent confirmation in writing within thirty (30) days after disclosure. The SoftwareHowever, Documentation, technical the lack of marking or subsequent confirmation that the disclosed information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and regarded as “Confidential”, “Proprietary” or the substantial equivalent thereof does not disqualify the disclosed information from being classified as Confidential Information Information. 11.4 If any Party violates any of Exasol without any marking or further designation. Except as expressly authorized hereinits obligations described in this Section 11, the Receiving violating Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of shall, upon notification from the Receiving Party will not considered to be a third party according to this Sectionother Party, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known immediately cease to it prior proceed such harmful violation and take all actions needed to receipt of the Confidential Information; rectify said behaviour and (ii) is or has become public knowledge through no fault of financially compensate for the Receiving Party; (iii) is rightfully obtained harm suffered as determined by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required an arbitral tribunal pursuant to a regulation, Section 15.2 below. All legal remedies (compensatory but not punitive in nature) according to law shall apply. 11.5 This Section 11 shall survive the expiration or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure termination of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief this Agreement without limitation in addition to whatever remedies it might have at lawtime.

Confidential Information. 8.1 Each party (as “Receiving Party”) Party agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property to retain in strict confidence any Confidential Information of the Disclosing Party (“Confidential Information”or its Affiliate), provided that it is identified as confidential at whether disclosed prior to, or after the time Effective Date or the date of disclosure or should be reasonably known by the Receiving Party prior agreements and not to be use any such Confidential Information due for any purpose except pursuant to, and in order to carry out, the nature terms and objectives of the information disclosed this Agreement, and the circumstances surrounding the disclosure. The Softwarenot to disclose, Documentation, technical information and other code divulge or data of otherwise communicate any type provided by Exasol (or its agents) shall be deemed trade secret and such Confidential Information of Exasol without to any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. party. 8.2 The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only of the Disclosing Party to the minimum extent required Receiving Party’s (and its Affiliate’s) officers, directors, employees, agents, consultants, licensees, representatives or (for Siegfried, permitted) subcontractors (each an Entitled Person), who, in each case, (i) need to comply with know such regulation or order information for purposes of the implementation and performance by the Receiving Party of this Agreement, and (iii) are subject to confidentiality restrictions covering the extent permissible) with advance notice to the Disclosing PartyConfidential Information that are at least as stringent at those contained in this Section 8. The Receiving Party acknowledges is liable and responsible for such Entitled Persons’ compliance with the terms of this Section 8. 8.3 The provisions of this Section 8 shall not apply to any Confidential Information disclosed hereunder which (a) was independently developed or known by the Receiving Party prior to its disclosure to the Receiving Party by the Disclosing Party, as evidenced by the Receiving Party’s written or electronic records kept in the ordinary course of its business; or (b) was before or after the date of such disclosure in the public domain, other than through the Receiving Party’s fault or breach; or (c) is lawfully disclosed to the Receiving Party by an independent, unaffiliated third party rightfully in possession of the Confidential Information and not under any confidentiality obligation towards the Disclosing Party with regard to such Confidential Information. The fact that disclosure any portion of the Confidential Information may be subject to one of the foregoing exceptions (a) through (c) shall not automatically exclude any combination of Confidential Information would cause substantial harm from protection under this Agreement unless the entirety of such Confidential Information also falls under the same exception(s). Specific information disclosed as part of the Confidential Information shall not be deemed to be in the public domain or in prior possession of the Receiving Party merely because it is included in more general information in the public domain or in the prior possession of the Receiving Party. 8.4 The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent such Confidential Information is required to be disclosed by the Receiving Party to the officials of a Governmental Authority or to comply with Applicable Laws, to defend or prosecute litigation, or to comply with judicial orders or valid subpoenas, provided that the Receiving Party provides prior written notice of such intended disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure, and reasonably assists the Disclosing Party in its efforts (if any) to oppose such disclosure. The burden of proof of the foregoing exceptions shall lie with the Receiving Party. 8.5 Except as otherwise provided for in this Agreement, nothing herein shall be construed as giving either Party any right, title or interest in or ownership of the Confidential Information of the other Party. 8.6 The Parties acknowledge that could any breach of this Section 8 will cause irreparable harm and damage for which monetary damages may be difficult to ascertain, or may not be remedied by an adequate remedy, and that the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing non-breaching Party shall be entitled to appropriate equitable specific performance or injunctive relief to enforce this Section 8 or to prevent a breach of this Section 8, in addition to whatever remedies such Party may otherwise be entitled to at law or in equity. 8.7 Upon termination or expiration of this Agreement, or at any other time during the term of the Agreement upon the other Party’s written request, provided that it might have does not prevent the Receiving Party from performing its obligations under this Agreement, each Party shall immediately deliver to the other Party (and cause any of its Entitled Persons to so deliver), at lawsuch Party’s expense, all Confidential Information of the other Party in such Party’s possession or control, including without limitation any and all copies, duplications, summaries and/or notes thereof or derived thereof, regardless of the format, and Siegfried shall return to ITI all remaining samples of Product, provided however, that both Parties may keep original documents, copies and samples as required by law or for archival purposes (all of which shall continue to be subject to the terms of this Section 8).

Confidential Information. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”)” means all written or oral information, provided disclosed by either party to the other that it is has been identified as confidential at the time of disclosure or should be that by its nature ought reasonably known by the Receiving Party to be Confidential considered confidential. Information due relating to Services, pricing of Services, and ALI’s documentation is the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designationALI. Except as expressly authorized hereinDuring this Agreement, each party will have access to certain Confidential Information of the Receiving Party other. The receiving party agrees that it will hold in confidence and not use or disclose to any third party any Confidential Information of the disclosing party, except as expressly permitted under this Agreement. Each party will maintain the confidentiality of the other party’s Confidential Information, and each party will use the same efforts to maintain such confidentiality as it uses to protect the confidentiality of its own confidential information, but in all events at least a reasonable degree of care. Each party agrees: (a) not to disclose the Confidential Information of the other to anyone except its employees, contractors and advisors (“Representatives”) on a strict need to know basis and subject to a written duty of confidence, (b) to use the Confidential Information strictly for the performance or receipt of this Agreement, and (c) to use commercially reasonable efforts to protect the confidentiality of the other party's Confidential Information. Affiliates of the Receiving Party This Section will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: Confidential Information that (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge becomes publicly available through no fault of the Receiving Party; recipient, (ii) is already in the recipient’s possession at the time of its disclosure without any duty of confidence, or (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees the recipient without use of the Receiving Party who had no access to such informationdisclosing party’s Confidential Information. In addition, Receiving Party Each party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation a court or order governmental order, or to comply with applicable law. Each party will be responsible for the acts and (omissions of its Representatives related to the extent permissible) with advance notice to the Disclosing Partyany breach of this Section. The Receiving Party acknowledges Each party agrees that disclosure any actual or threatened breach of Confidential Information would cause substantial this Section will constitute immediate, irreparable harm to the Disclosing Party innocent party for which monetary damages would be an inadequate remedy, and that could not be remedied by the payment of damages alone and therefore that upon any injunctive relief is an appropriate remedy for such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawbreach.

Confidential Information. Each party (as “a) As used in this Agreement, "Confidential Information" means nonpublic information that may be disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party”") agrees in connection with this Agreement, provided that all code, inventions, know-how, business, technical and financial such information it obtains from the disclosing party (“Disclosing Party”) is clearly marked as confidential. Information disclosed other than in written or other tangible form will be deemed Confidential Information only if the Disclosing Party’s Affiliates constitute Party provides the confidential property Receiving Party with a written statement within thirty (30) days of the initial disclosure that identifies which portion of such information is to be deemed Confidential Information. The Receiving Party agrees (i) to use such Confidential Information of the Disclosing Party solely in accordance with this Agreement; and (“ii) except as otherwise expressly permitted herein, to not disclose such Confidential Information”)Information of the Disclosing Party to any third party without prior written permission. All Development Plans, provided Marketing Plans, and Genentech's reports and information related to Section 6 and/or Exhibit A, are deemed Confidential Information of Genentech, regardless of whether the foregoing has been marked confidential or not. (b) The foregoing confidentiality obligations do not pertain to any Confidential Information that it a Receiving Party establishes: (i) was known to the Receiving Party without restriction prior to receipt from the Disclosing Party; (ii) is identified as confidential now or becomes public knowledge, other than through acts or omissions of the Receiving Party in breach of this Agreement; (iii) is disclosed at any time without restriction to the time Receiving Party by a third party with a lawful right to disclose such information; (iv) was independently developed by or on behalf of disclosure the Receiving Party without use of the Confidential Information of the Disclosing Party; or should be reasonably known (v) is disclosed by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession any applicable law, court order or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a governmental regulation, law or court order, but only to the minimum extent required to comply with such regulation law, order, or order regulation. The confidentiality provisions of this Section will continue with respect to given Confidential Information during the Term of this Agreement and for a period of ten (10) years thereafter. Without limiting the Parties' obligations, the Parties shall hold in confidence and not disclose the terms and conditions of this Agreement, except as mutually agreed upon in writing and except to the minimum extent permissible) with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied required by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at applicable law, court order, or regulation.

Confidential Information. Each party (as “the "Receiving Party”") agrees that undertakes to retain in confidence information relating to the Services and all code, inventions, other non-public information and know-howhow of the other party disclosed or acquired by the Receiving Party pursuant to or in connection with this Agreement which is either designated as proprietary and/or confidential or by the nature of the circumstances surrounding disclosure, business, technical ought in good faith to be treated as proprietary and/or confidential ("Confidential Information"); provided that each party may disclose the terms and conditions of this Agreement to its legal and financial information it obtains from advisers in the disclosing ordinary course of its business. Each party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property agrees to use commercially reasonable efforts to protect Confidential Information of the Disclosing Party other party, and in any event, to take precautions at least as great as those taken to protect its own confidential information of a similar nature. The foregoing restrictions shall not apply to any information that: (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably a) was known by the Receiving Party prior to be Confidential Information due to disclosure thereof by the nature of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol party; (or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (ib) was rightfully in its possession or known to it prior to receipt of entered the Confidential Information; (ii) is or has become public knowledge domain through no fault of the Receiving Party; (iiic) is rightfully obtained by disclosed to the Receiving Party from by a third party legally entitled to make such disclosure without breach violation of any confidentiality obligationobligation of confidentiality; (d) is required to be disclosed by applicable law or regulation (but in such event, only to the extent required to be disclosed and provided that advance written notice has been provided to the other party to the extent permitted under applicable law and regulation); or (ive) is independently developed by employees of the Receiving Party who had no access without reference to such information. In addition, Receiving Party may disclose any Confidential Information if so required pursuant to a regulationof the other party. Upon request of the other party, law or court orderin any event upon any termination or expiration of the Term, but only each party shall return to the minimum extent required to comply with such regulation other party all materials, in any medium, which contain, embody, reflect or order and (to reference all or any part of any Confidential Information of the extent permissible) with advance notice to the Disclosing Partyother party. The Receiving Party Each party acknowledges that disclosure breach of Confidential Information this provision by it would cause substantial result in irreparable harm to the Disclosing Party that could not other party, for which money damages would be remedied by the payment of damages alone an insufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party other party shall be entitled to appropriate seek the remedies of injunction, specific performance or other equitable relief in addition to whatever remedies it might have at lawenforce the provisions of this Section 8.

Confidential Information. Each party During the Agreement Term, each Party may disclose to the other Party proprietary information, materials and technical, business and strategic information considered as and marked “confidential”, relating to and including but not limited to MORPHOSYS Technology, Research Data, Research Inventions, Research Materials and Licensed Products (as “Receiving Party”) agrees that all codecollectively, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) or the Disclosing Party’s Affiliates constitute the confidential property of the Disclosing Party (“Confidential Information”). For a period of [***] years after the receipt of any such Confidential Information, except as expressly permitted hereunder, the receiving Party shall keep confidential all such Confidential Information of the other Party and will not disclose such Confidential Information of the other Party to Third Parties by publication or otherwise, except that either Party may disclose the other Party’s Confidential Information, as needed, to its legal or financial advisors, under appropriate confidentiality and non-use restrictions. ONCOMED shall be able to disclose Confidential Information to its Affiliates and Sublicensees on a need to know basis for the performance of this Agreement, provided that such Affiliates and Sublicensees are bound by substantially equivalent confidentiality obligations as ONCOMED hereunder. Each Party further agrees not to use Confidential Information of the other Party for any purpose other than conducting research hereunder or exercising any rights granted to it or reserved by it hereunder. For the sake of clarity, MORPHOSYS agrees not to use Research Data, Research Inventions or Research Materials for any purpose other than conducting any activities permitted under Article 3 or Section 10.4(a) or 10.4(b). Upon termination or expiration of this Agreement, upon request, each Party shall return to the other Party all copies of any of the requesting Party’s Confidential Information which is not the subject of a license granted hereunder. Notwithstanding the foregoing, it is identified understood and agreed that the receiving Party’s obligations of confidentiality and nonuse herein shall not apply to any information which, as confidential can be demonstrated by competent proof: [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (a) is, at the time of disclosure or should be reasonably known by the Receiving disclosing Party to be Confidential Information due to the nature hereunder, or thereafter becomes, a part of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code public domain or data of any type provided by Exasol (publicly known or its agents) shall be deemed trade secret and Confidential Information of Exasol without any marking available through no fault or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates negligence of the Receiving receiving Party will not considered to be a third party according to this Section, but or any of its Sublicensees; or (b) was otherwise in the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving receiving Party’s non-or any of its Affiliates’ lawful possession prior to disclosure by the disclosing Party, other than under an obligation shall not apply to information which the Receiving Party can document: of confidentiality; or (ic) was rightfully in independently discovered or developed by the receiving Party or any of its possession or known to it prior to receipt Affiliates, without use of the other Party’s Confidential Information; or (iid) is lawfully disclosed to the receiving Party or has become public knowledge through no fault any of the Receiving Party; (iii) is rightfully obtained its Affiliates on a non-confidential basis by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Third Party who had no access is not in violation of an obligation of confidentiality to the disclosing Party relative to such information. In addition, Receiving Information disclosed that is not in written or electronic form shall be subject to the terms of this Section 7.1 for a period of [***] and shall be subject to this Section 7.1 for a continuing period only if confirmed in writing to the other Party within [***] of initial disclosure specifying with particularity that such information is Confidential Information under this Section 7.1. Each Party may disclose the other’s Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissiblesuch disclosure is reasonably necessary in (i) filing, prosecuting or defending litigation or (ii) complying with applicable laws; provided, however, that if a Party is required to make any disclosure of the other Party’s Confidential Information, it will give reasonable advance notice to the Disclosing Party. The Receiving other Party acknowledges that of such disclosure requirement and will use reasonable efforts to assist such other Party in efforts to secure confidential treatment of such Confidential Information would cause substantial harm required to be disclosed and to limit the Disclosing Party that could not be remedied by the payment scope of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawas much as possible.

Confidential Information. Each “Confidential Information” means any proprietary information, software, and know-how disclosed or made available by either party or its (as applicable) Affiliates or affiliates (the “Disclosing Party”) to the other party (as the “Receiving Party”) agrees that all codehereunder, inventionsincluding, know-howbut not limited to, businessthe Keys, technical and financial information it obtains from the disclosing party financial, marketing, technical, engineering, design, or other information. The Receiving Party shall: (“Disclosing Party”i) or not use the Disclosing Party’s Affiliates constitute Confidential Information except for the confidential property exercise of the Disclosing Party its rights or performance of its obligations hereunder; (ii) not disclose such Confidential Information to any party, other than its employees and consultants (including its advisors and other agents) who have a “Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by need to know” for the Receiving Party to be exercise its rights or perform its obligations hereunder; and (iii) use at least reasonable measures to protect the confidentiality of such Confidential Information due to Information. Further, the nature provisions of the information disclosed and the circumstances surrounding the disclosure. The Software, Documentation, technical information and other code or data of any type provided by Exasol (or its agents) this Agreement shall be deemed trade secret and Confidential Information of Exasol without both Parties, and the Nissan Materials shall be deemed Nissan’s Confidential Information. If the Receiving Party is required by law to make any marking or further designation. Except as expressly authorized hereindisclosure of such Confidential Information, the Receiving Party shall first give written notice of such requirement to the Disclosing Party and shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information and provide full cooperation to the Disclosing Party in seeking to obtain such protection. Information will hold in confidence and not use be deemed Confidential Information hereunder if such information: (1) is known or disclose any Confidential Information. Affiliates becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt from the Disclosing Party from a source other than one having an obligation of confidentiality to the Confidential InformationDisclosing Party; (ii2) is or has become public knowledge becomes publicly known, except through no fault of a breach hereof by the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv3) is independently developed by employees of the Receiving Party who had no access to such information. In addition, Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to without any use of the Disclosing Party’s Confidential Information. The Receiving Party Company acknowledges and agrees that Nissan (a) is actively involved in evaluating potential transactions and business opportunities with many third parties and may consider or enter into a transaction with a third party in the same or similar business as the Company; and (b) may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Company’s Confidential Information. Accordingly, provided that Nissan complies with the provisions of this Agreement regarding the use and disclosure of Confidential Information, this Agreement shall not in any manner (1) preclude, limit or affect Nissan’s present or future business activities of any nature, including business activities which are or could be competitive with the business activities of the Company; or (2) be construed as a representation or agreement that Nissan is not in the process of, will not develop or have developed for it or for its use products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in such Confidential Information. Nissan shall be free to use for any purpose the residuals resulting from access to or work with the Company’s Confidential Information; provided, that Nissan shall not disclose the Confidential Information would cause substantial harm of the Company except as expressly permitted pursuant to the Disclosing Party that could terms of this Agreement. The term "residuals" means information which is retained in memory by persons who have had access to Confidential Information, including ideas, concepts, know-how or techniques contained therein (if any). Nissan shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. The terms of this Agreement will be remedied treated as confidential by Company. The provisions of this Section shall survive the payment expiration or termination of damages alone and therefore that upon this Agreement for any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at lawreason.