Common use of Confidential Information Clause in Contracts

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

Confidential Information. During 1. In consideration of the Term Vendor and at all times thereafterAdvisor providing the Confidential Information to us, Contractor will: we hereby agree as follows: (a) hold All Confidential Information shall be kept strictly confidential and shall not be used by us in any way detrimental to the Vendor, or disclosed or permitted to be disclosed by us or any of our representatives in any manner whatsoever in whole or in part, without the Vendor’s or Advisor’s prior written consent, which consent may be arbitrarily or unreasonably withheld, or used by us or our representatives, directly or indirectly, for any purpose other than for purposes of considering a purchase of the Property. (b) In the event we inspect the Property, we agree to observe the same confidentiality and use restrictions set out in this Agreement with respect to any Confidential Information which comes to our attention or is disclosed to us during any such visit, whether through discussions with the Vendor's employees, visual inspection of the Property or otherwise. (c) In the event either we or the Vendor decide not to proceed with further discussions pertaining to the possible purchase by us of the Property, then we agree, upon receipt of a request from the Vendor, to forthwith return to the Vendor, all copies of documents or other media containing Confidential Information without retaining any copies thereof and to destroy all documents generated by us containing, based upon or arising out of the Confidential Information, and we shall confirm in writing to the Vendor, certified by an officer of our company, that all such documents or other media have been destroyed. (d) We agree to maintain all Confidential Information which we may already have received or will in strict trust and the future receive in confidence, (b) refrain from using taking all necessary precautions to prevent disclosure of it or permitting others any part thereof to use any third parties. We may transmit the Confidential Information to such of our agents, advisors, consultants, employees and lenders (collectively referred to herein as "representatives") but only to the extent that they need to know the Confidential Information for the purpose of considering a purchase of the Property and only in any manner the event that we obtain an executed version of the Vendor’s standard form of Confidentiality Agreement in unamended form. (e) We agree that our obligations under Part A of this Agreement shall be in force from the date of this Agreement and continue in effect thereafter. (f) In the event that we or for any purpose not expressly permitted by anyone to whom we transmit the Confidential Information pursuant to this Agreement, and (c) refrain from disclosing or permitting others Agreement becomes legally compelled to disclose any of the Confidential Information to any third party without obtaining Information, we will provide the JBE’s express prior written consent on Vendor and Advisor with prompt notice thereof so that the Vendor may seek a case-by-case basis. Contractor will disclose Confidential Information only to protective order or other appropriate remedy or the Vendor may, in its employees or contractors who need to know sole discretion, waive compliance. (g) We understand and agree that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, accessis being given to us without any liability on the part of the Vendor or the Advisor, or disclosure in on the same manner as Contractor protects its own confidential or proprietary information part of a similar naturetheir respective directors and officers, whatsoever, and no representation or warranty with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of respect to Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed is hereby made by the JBEVendor or the Advisor, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawtheir respective directors or officers.

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

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all The Contractor may be provided, have access to or become aware of the City’s Confidential Information in strict trust including the City’s strategic plans, products, employee data, customer data and confidence, other technical and business information of the City (b) refrain from using or permitting others collectively referred to use as the “Confidential Information”). The term Confidential Information in any manner includes the deliverables as well as all information generated by the Contractor that contains, references or for any purpose is derived from the Confidential Information and the Services including, without limitation, the Contractor’s summaries, analysis, extracts, working papers and notes relating to the Services and the Deliverables (referred to as the “Working Papers”). The Contractor agrees not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any the Confidential Information to any third party third- parties without obtaining the JBE’s express prior written consent approval of the City and not to make use of the Confidential Information other than as needed to perform the Services. The Contractor further agrees that it will only disclose the Confidential Information to its personnel on a caseneed-byto-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform basis solely for the performance of the Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in with the same manner as degree of care that the Contractor protects uses to protect its own confidential or proprietary information of a similar natureinformation, and with but no less than the greater of reasonable care or as the various laws may require or impose. (b) All Confidential Information as well as other documents, data and industry-standard careinformation provided to the Contractor by the City is and will remain the property of the City to the extent that it was the property of the City at the time it was provided to the Contractor. (c) All Confidential Information shall be returned to the City by the Contractor within five (5) business days of the completion of the Services under this Contract. The JBE owns all right, title and interest in Contractor will keep no copies of the Confidential InformationInformation except that the Contractor may retain one (1) copy of the Working Papers as required by law, regulation, professional standards or reasonable business practice. If requested by the City, an officer of the Contractor will notify shall certify in writing that, to the JBE promptly upon learning best of any unauthorized disclosure or use of his/her knowledge, information and belief, all Confidential Information and will cooperate fully with all copies thereof (except for one copy of the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (aWorking Papers) return have been delivered to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach City or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawdestroyed.

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

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

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

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

Confidential Information. Employee, during the Term, will have access to and become familiar with confidential information, secrets and proprietary information concerning the business and affairs of the Company, its controlled subsidiaries and other controlled entities, including client and customer information, information concerning their products, patent rights and know-how, and other technical information, business strategies and pricing information, and other confidential and/or proprietary information (collectively, “Confidential Information”). Confidential Information shall not include any information that is or becomes generally available to the public other than as a result of Employee’s improper or unauthorized disclosure of such information in violation of this Agreement. As to such Confidential Information, Employee agrees as follows: (a) During the Term and or at all times thereafterany time following the termination of this Agreement, Contractor will: Employee will not, directly or indirectly, without the prior written consent of the Company (a1) hold all disclose or permit the disclosure of any such Confidential Information Information, or (2) use, reproduce or distribute, or make or permit any use, reproduction or distribution of, directly or indirectly, any such Confidential Information, except for any disclosure, use, reproduction or distribution that is required in strict trust and confidencethe course of his employment with the Company, its controlled subsidiaries or other controlled entities. (b) refrain from using If, during the Term or permitting others to use Confidential Information in at any manner or for any purpose not expressly permitted by time following the termination of this Agreement, and Employee is requested or required (cby oral question or request for information or documents, in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) refrain from disclosing to disclose any Confidential Information, Employee agrees to notify the Company immediately in writing of the request or permitting others requirement so that the Company may seek an appropriate protection order or waive compliance with the provisions of this Section. If, in the absence of a protective order or the receipt of a waiver under this Agreement, Employee is, on the advice of counsel, compelled to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will tribunal or else stand liable for contempt, Employee may disclose such Confidential Information only to the tribunal; provided, however, that Employee shall use his commercially reasonable best efforts to obtain a court order or other assurance that confidential treatment will be accorded to such Confidential Information. (c) Upon termination of employment of Employee, for whatever reason, Employee shall surrender to the Company any and all documents, manuals, correspondence, reports, records and similar items then or thereafter coming into the possession of Employee which contain any Confidential Information of the Company or its employees controlled subsidiaries or contractors who need other controlled entities. (d) Employee recognizes and acknowledges that the obligations of Employee contained in Section 8 of this Agreement are reasonable and necessary to know protect the legitimate business interests of the Company, and that information any breach or violation of any of the provisions of such Section is likely to result in order irreparable injury to perform Services hereunder the Company for which the Company would have no adequate remedy at law. Employee agrees that if Employee shall breach or violate Section 8 of this Agreement, the Company shall be entitled, if it so elects, to institute and who prosecute proceedings at law or in equity, including, but not limited to, a proceeding seeking injunctive relief, to obtain damages with respect to such breach or violation, to enforce the specific performance of Section 8 this Agreement by Employee, or to enjoin Employee from engaging in any activity in violation of Section 8 of this Agreement. Employee acknowledges that in the event of any such breach or violation, the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages or posting a bond, and to an equitable accounting of all earnings, profits, and other benefits arising from any such breach or violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Employee agrees that in the event of any such violation, an action may be commenced for preliminary or permanent injunctive relief and other equitable relief in any federal or state court of competent jurisdiction sitting in ▇▇▇▇▇▇ County, Texas, or in any other court of competent jurisdiction. Employee waives, to the fullest extent permitted by law, any objection that Employee may now or hereafter have executed to such jurisdiction or to the laying of the venue of any such suit, action, or proceeding brought in such a confidentiality court and any claim that such suit, action or proceeding has been brought in an inconvenient forum. Employee agrees that effective service of process may be made upon Employee under the notice provisions contained in Section 12 of this Agreement. Employee further agrees that the existence of any claim or cause of action against the Company, whether predicated upon a breach or violation by the Company of this Agreement or any other contract or agreement with Contractor at least between Employee and the Company, shall not constitute or be asserted as protective as a defense to the enforcement by the Company to the provisions of this section. The provisions Section relating to the Company’s right to injunctive or other equitable relief for Employee’s breach or violation of this section shall survive the expiration or termination Section 8 of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) The Executive acknowledges and agrees that all Confidential Information (as defined below) of the Company is confidential and a valuable, special and unique asset of the Company that gives the Company an advantage over its actual and potential, current and future competitors. The Executive further acknowledges and agrees that the Executive owes the Company a fiduciary duty to preserve and protect all Confidential Information from unauthorized disclosure or unauthorized use, that certain Confidential Information constitutes “trade secrets” under applicable laws and that unauthorized disclosure or unauthorized use of the Company’s Confidential Information would irreparably injure the Company. (b) Both during the term of the Executive’s employment and after the termination of the Executive’s employment for any reason (including wrongful termination), the Executive shall hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to and shall not use any Confidential Information except for the benefit of the Company, in accordance with the duties assigned to the Executive. The Executive shall not, at any manner time (either during or for any purpose not expressly permitted by this Agreementafter the term of the Executive’s employment), and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party person or entity (except other employees of the Company who have a need to know the information in connection with the performance of their employment duties and except such person or persons to whom such information is required to be divulged, in which case the Executive shall give the Company prompt notice of such required disclosure and use his reasonable best efforts, in cooperation with the Company, to defend against any such required disclosure), or copy, reproduce, modify, decompile or reverse engineer any Confidential Information, or remove any Confidential Information from the Company’s premises, without obtaining the JBE’s express prior written consent on a case-by-case basisof the Board of Directors, or permit any other person to do so. Contractor will disclose The Executive shall take reasonable precautions to protect the physical security of all documents and other material containing Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as (regardless of the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect medium on which the Confidential Information from unauthorized useis stored). This Agreement applies to all Confidential Information, access, whether now known or disclosure in later to become known to the same manner as Contractor protects its own confidential or proprietary information Executive. (c) Upon the termination of a similar naturethe Executive’s employment with the Company for any reason, and with no less than upon request of the greater of reasonable care Company at any other time, the Executive shall promptly surrender and industry-standard care. The JBE owns deliver to the Company all right, title documents and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning other written material of any unauthorized disclosure nature containing or use of pertaining to any Confidential Information and will cooperate fully with shall not retain any such document or other material. Within five days of any such request, the JBE Executive shall certify to protect the Company in writing that all such Confidential Information. Upon the JBE’s request and upon any termination or expiration of materials have been returned. (d) As used in this Agreement, Contractor will promptly the term “Confidential Information” shall mean any information or material known to or used by or for the Company (awhether or not owned or developed by the Company and whether or not developed by the Executive) return that is not generally known to persons in the Subject Businesses. Confidential Information includes, but is not limited to, the following: all trade secrets of the Company; all information that the Company has marked as confidential or has otherwise described to the JBE orExecutive (either in writing or orally) as confidential; all nonpublic information concerning the Company’s products, if so directed by services, prospective products or services, research, product designs, prices, discounts, costs, marketing plans, marketing techniques, market studies, test data, customers, customer lists and records, suppliers and contracts; all business records and plans; all personnel files; all financial information of or concerning the JBECompany; all information relating to operating system software, destroy application software, software and system methodology, hardware platforms, technical information, inventions, computer programs and listings, source codes, object codes, copyrights and other intellectual property; all Confidential Information (in every form and medium), and (b) certify technical specifications; any proprietary information belonging to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, Company; all computer hardware or software manuals; all training or instruction manuals; and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawall data and all computer system passwords and user codes.

Confidential Information. During 11.1 The Company acknowledges that the Term and at all times thereafter, Contractor will: (a) hold all Company is receiving the Transferor’s Confidential Information on a confidential basis and the Transferor shall remain its exclusive owner of all Intellectual Property therein. 11.2 Until the Effective Time on the Closing Date or, if this Agreement is terminated in strict trust accordance with Section 14.1, then perpetually, the Company will, subject to Section 12.3, keep confidential and confidencenot disclose or use, (b) refrain from using and the Company will not allow any of its Representatives to disclose or permitting others to use use, any of the Transferor’s Confidential Information in any manner or Information, for any purpose not expressly permitted purpose, except as contemplated by this Agreement. If this Agreement is terminated, all of the Transferor’s Confidential Information obtained by the Company, including all copies, whether in written form or stored electronically, will be returned to the Transferor promptly after that termination. On and after the Effective Time on the Closing Date, the Transferor will keep perpetually confidential and not disclose or use, and (c) refrain from disclosing or permitting others the Transferor will not allow any of its Representatives to disclose or use, any Confidential Information transferred to any third party Company pursuant to Section 2.1 without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will of the Company. 11.3 The obligation of the Company under Section 12.2 to keep confidential and not disclose or use any Confidential Information only does not apply to any Confidential Information that the Company is required to disclose by any applicable Law, by any rule or regulation of any court or government agency of competent jurisdiction, or pursuant to legal process, provided that the Company provides the Transferor with prompt written notice of the requirements to disclose, reasonable assistance in the opposing or limiting of such disclosure, and limits such disclosure to that strictly required by such court, government agency or legal process. 11.4 The Transferor and the Company acknowledge that the computers and data storage and retrieval systems or network of the Company and, if applicable, its employees Representatives, may automatically back up both Parties’ Confidential Information stored in electronic form. The Transferor and the Company agree that to the extent that those back-up procedures automatically create electronic copies of Confidential Information (“Secondary Information”), each of the Company and, if applicable, its Representatives, may, despite any requirement under this Agreement to return or contractors who need destroy the Transferor’s Confidential Information, retain Secondary Information in its archival storage for the period that it would normally archive electronic data, provided that those data are periodically and systematically overwritten or otherwise destroyed. Secondary Information will be subject to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, Agreement until destroyed and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed may not be accessed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for Company or any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach its Representatives during its period of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawarchival storage.

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

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

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

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

Confidential Information. During Except to the Term and at all times thereafterextent set out in this clause, the Contractor will: (a) hold shall treat all Confidential Information supplied by, concerning, belonging or relating to DfE as confidential and in strict trust accordance with the HMG Security Policy Framework and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose shall not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any such Confidential Information to any third party other person without obtaining the JBE’s express prior written consent on a caseof DfE, except to such persons and to such extent as may be necessary for the performance of the Contractor’s obligations under the Call-byOff Contract. Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in the Call-case basis. Contractor will disclose Off Contract, DfE shall treat all Confidential Information of the Contractor as confidential and shall not disclose any such Confidential Information to the Contractor to any other person without the prior written consent of the Contractor, except to such persons and to such extent as may be necessary for the performance of DfE’s obligations under the Call-Off Contract. Where required by DfE, the Contractor shall ensure that Sub-Contractors, professional advisors and consultants sign a non-disclosure agreement in substantially the form attached in Schedule 11 (Non-Disclosure Agreement) of the Framework Agreement prior to commencing any work in connection with the Call-Off Contract. The Contractor shall maintain a list of the non-disclosure agreements completed in accordance with this clause 14.3. Where requested by DfE, the Contractor shall provide DfE with a copy of the list and, subsequently upon request by DfE, copies of such of the listed non-disclosure agreements as required by DfE. The Contractor shall ensure that its Personnel, Sub-Contractors, professional advisors and consultants are aware of the Contractor’s confidentiality obligations under the Call-Off Contract. The Contractor may only disclose DfE's Confidential Information to its employees or contractors the Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that information in order such Personnel are aware of and shall comply with these obligations as to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as confidentiality, including but not limited to the provisions of this sectionHMG Security Policy Framework. The provisions Contractor shall not, and shall procure that the Personnel do not, use any of this DfE's Confidential Information received otherwise than for the purposes of the Call-Off Contract. Clause 14.1 and 14.2 shall not apply to the extent that: such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA or the Environmental Information Regulations; the Contractor is required to make such disclosure to a Regulatory Body within the context of an inspection; such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; such information was obtained from a third party without obligation of confidentiality; such information was already in the public domain at the time of disclosure otherwise than by a breach of the Call-Off Contract; or it is independently developed without access to the other party's Confidential Information. Nothing in clauses 14.1 and 14.2 shall prevent DfE disclosing any Confidential Information obtained from the Contractor: for the purpose of the examination and certification of the Contractor’s accounts; or for the purpose of any examination pursuant to section shall survive 6(1) of the expiration National Audit Act 1983 of the economy, efficiency and effectiveness with which the Contractor has used its resources; or termination of this Agreement. to any government department, Crown Body and the Contractor will protect hereby acknowledges that all government departments, Crown Body or contracting authorities receiving such Confidential Information may further disclose the Confidential Information to other government departments, Crown Bodies or other Contracting Bodies on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any government department, Crown Body; or to any Reliance Party to the extent that any such Confidential Information is included in any Deliverables accessed by the Reliance Party and subject to the terms of any Reliance Letter; or to any consultant, Contractor or other person engaged by DfE, provided that in disclosing information under sub-clauses 14.7.3 and 14.7.5 DfE discloses only the information which is necessary for the purpose concerned and requests that the information is treated in confidence and that a confidentiality undertaking is given where appropriate. Nothing in clauses 14.1 to 14.2 shall prevent DfE or the Contractor from unauthorized useusing any techniques, access, ideas or disclosure Know-How gained during the performance of its obligations under the Framework Agreement in the same manner as course of its normal business, to the extent that this does not result in a disclosure of the other party’s Confidential Information or an infringement of the other party’s Intellectual Property Rights. DfE shall use all reasonable endeavours to ensure that any government department, Crown Body, employee, third party or Sub-Contractor protects to whom the Contractor’s Confidential Information is disclosed pursuant to this clause 14 (Confidential Information) is made aware of DfE's obligations of confidentiality. DfE reserves the right to terminate or suspend the Call-Off Contract in the event that the Contractor or its own confidential Personnel fail to comply with this clause 14 (Confidential Information). A suspension notice given to a Contractor pursuant to this clause must specify the period of suspension. In order to ensure that no unauthorised person gains access to any Confidential Information or proprietary information any data obtained in the supply of a similar naturethe Services under the Call-Off Contract, the Contractor undertakes to maintain adequate and with no less than proportionate security arrangements that meet the greater requirements of reasonable care professional standards and industry-standard carebest practice and requirements of the HMG Security Policy Framework. The JBE owns all right, title and interest in the Confidential Information. Contractor will immediately notify the JBE promptly upon learning DfE of any unauthorized disclosure or use breach of security in relation to Confidential Information and all data obtained in the supply of the Services under a Call-Off Contract and will cooperate fully with the JBE keep a record of such breaches. The Contractor will use its best endeavours to protect recover such Confidential InformationInformation or data however it may be recorded. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return This obligation is in addition to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionclauses 14.1 to 14.5. The Contractor will co-operate with DfE in any investigation that DfE considers necessary to undertake as a result of any breach of security in relation to Confidential Information or data. The Contractor shall, at its own expense, alter any security systems at any time for the duration of the Call-Off Contract at DfE’s request if DfE reasonably believes the Contractor has failed to comply with clause 14.11. Subject to clause 32.2 of the Framework Agreement (Recovery Upon Termination), Confidential Information in tangible form received hereunder together with all copies thereof shall be destroyed or returned immediately to DfE and notified to DfE, upon request or upon completion of the task for the purposes of which such Confidential Information was released. In the event that the Contractor fails to comply with any such of the provisions in clause 14 (Confidential Information), the Contractor agrees that monetary damages would not be a sufficient remedy for breach will likely result in irreparable harm, and that upon DfE shall be entitled, without prejudice to any breach other rights or remedies that may be available, to seek injunctive relief without proof of special damages, or any other equitable relief or remedy for any threatened or actual breach of the confidentiality obligationsobligations in clause 14 (Confidential Information). The Contractor hereby gives its consent for DfE to publish the whole of this Call-Off Contract (subject to the application of any redactions which DfE considers appropriate applying the principles for withholding disclosure set out in clause 15.3 (Freedom of Information) and removing Commercially Sensitive Information) including from time to time agreed changes to the Framework Agreement, to the JBE general public. Provided that DfE shall be entitled prior to appropriate equitable relief, without publication consult with the requirement Contractor on the manner and format of posting a bond, publication and to inform its decision regarding any redactions but shall have the final decision in addition to its other remedies at lawabsolute discretion.

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

Confidential Information. During the Term ▇. ▇▇▇▇▇ and at all times thereafter, Contractor will: (a) Participant each agree that as a Recipient each will hold all Confidential Information of the other in strict trust confidence and confidencewill not, (bduring the term or after the termination of the Agreement, disclose to a third-party, nor use for its own business or benefit, any Confidential Information obtained by it from the other in connection with the Agreement unless such use or disclosure is contemplated by the Agreement, is required by Applicable Law, or is agreed to by the disclosing party, subject to Section 16(b) refrain from using below. The Recipient may use and disclose the other party’s Confidential Information internally, to members of its workforce or permitting others to use consultants and advisors who are under an obligation to protect the confidentiality of the Confidential Information in any a manner consistent with the Agreement or for any purpose not expressly permitted by where required to comply with Applicable Law. Upon termination of this Agreement, all Confidential Information will be returned to the disclosing party or will be destroyed by the Recipient with a certificate of destruction signed by an officer of the Recipient provided to the disclosing party. Notwithstanding the foregoing, a party may retain one copy of the other party’s Confidential Information to the extent reasonably necessary to document matters relating to this Agreement for legal or insurance reasons or for similar purposes; provided that the restrictions of this Section 16 shall continue to apply to such retained copy. b. If the Recipient becomes aware of any unauthorized use or disclosure of the Confidential Information of the disclosing party, the Recipient shall promptly and fully notify the disclosing party of all facts known to it concerning such unauthorized use or disclosure. In addition, if the Recipient or any of its employees or agents are requested or required (cby oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) refrain from disclosing or permitting others to disclose any of the Confidential Information to of the disclosing party, the Recipient shall provide the disclosing party with written notice of any third such request or requirement as much in advance of required disclosure as is practicable, along with any available details regarding the request or requirement, so that the disclosing party without obtaining the JBE’s express prior written consent on may seek a case-by-case basis. Contractor will disclose Confidential Information only to its employees protective order or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement other appropriate remedy and/or waive compliance with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect Notwithstanding the foregoing, the Recipient shall exercise its best efforts to preserve the confidentiality of the Confidential Information from unauthorized useincluding, accesswithout limitation, by cooperating with the disclosing party to obtain an appropriate protective order or disclosure in the same manner as Contractor protects its own other reliable assurance that confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in treatment will be accorded the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect by such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawtribunal.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Executive acknowledges that: (i) the Confidential Information (as hereinafter defined) is a valuable, special, and unique asset of the Company, the unauthorized disclosure or use of which could cause substantial injury and loss of profits and goodwill to the Company; (ii) Executive is in strict a position of trust and confidence, (b) refrain from using or permitting others subject to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreementa duty of loyalty to the Company, and (ciii) refrain from disclosing or permitting others by reason of Executive’s employment and service to disclose any Confidential Information the Company, Executive will have access to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify Executive, therefore, acknowledges that it is in the JBE promptly upon learning of any unauthorized Company’s legitimate business interest to restrict Executive’s disclosure or use of Confidential Information for any purpose other than in connection with Executive’s performance of Executive’s duties for the Company, and to limit any potential misappropriation of such Confidential Information by Executive. (b) Executive will cooperate fully not disclose or use at any time, either during the Term or thereafter, any Confidential Information of which Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by Executive’s performance in good faith of duties assigned to Executive by the Company or has been expressly authorized by the Board; provided, however, that this sentence shall not be deemed to prohibit Executive from complying with any subpoena, order, judgment, or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) Executive agrees to provide the JBE Company with prompt written notice of any such Order and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, Executive shall limit Executive’s disclosure only to the Confidential Information that is expressly required to be disclosed by such Order. Executive will take all appropriate steps to safeguard Confidential Information and to protect such it against disclosure, misuse, espionage, loss, and theft. Executive shall deliver to the Company at the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software, and other documents and data (and copies thereof) relating to the Confidential Information of the business of the Company which Executive may then possess or have under Executive’s control. (c) As used in this Agreement, the term “Confidential Information. Upon ” means information that is not generally known to the JBE’s request public and upon that is used, developed, or obtained by the Company or any termination of its subsidiaries in connection with their business, including, but not limited to, information, observations, and data obtained by Executive while employed by the Company or expiration any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Company or any of its subsidiaries (or such predecessors), Contractor will promptly (aii) return products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software and hardware, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) databases and data, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to the JBE orpractice, if so directed by the JBE(xii) customers and clients (and all information with respect to such persons) and customer or client lists, destroy (xiii) suppliers (and all Confidential Information information with respect to such persons) or supplier lists, (in every form xiv) other copyrightable works, (xv) all production methods, processes, technology, and medium)trade secrets, and (bxvi) certify all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the JBE in writing that Contractor has fully complied with public prior to the foregoing obligationsdate Executive proposes to disclose or use such information. Contractor acknowledges that there can Confidential Information will not be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach deemed to have been published merely because individual portions of the confidentiality obligationsinformation have been separately published, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, but only if all material features comprising such information have been published in addition to its other remedies at lawcombination.

Confidential Information. All references in this Section 9 to BOK Financial shall include BOK Financial’s affiliates. (a) Executive acknowledges that, during the Term and prior to the Term, Executive has had and will have access to Confidential Information (as hereinafter defined), all of which shall be made accessible to Executive only in strict confidence; that unauthorized disclosure of Confidential Information will damage BOK Financial’s business; that Confidential Information would be susceptible to immediate competitive application by a competitor of BOK Financial; that BOK Financial’s business is substantially dependent on access to and the continuing secrecy of Confidential Information; that Confidential Information is unique to BOK Financial and known only to Executive and certain key employees and contractors of BOK Financial; that BOK Financial shall at all times retain ownership and control of all Confidential Information; and that the restrictions contained in this Section 9 are reasonable and necessary for the protection of BOK Financial’s business. (b) All documents or other records containing or reflecting Confidential Information (“Confidential Documents”) prepared by or to which Executive has access are and shall remain the property of BOK Financial. Executive shall not copy or use any Confidential Document for any purpose not relating directly to Executive’s Employment on BOK Financial’s behalf, or use or disclose any Confidential Document to any party other than BOK Financial or its employees and shall not sell Confidential Documents to any party. Upon the termination of this Agreement or upon BOK Financial’s request before or after such termination, Executive shall immediately deliver to BOK Financial or its designee (and shall not keep in Executive’s possession or deliver to anyone else) all Confidential Documents and all other property belonging to BOK Financial. This paragraph shall not bar Employee from complying with any subpoena or court order, provided that Executive shall at the earliest practicable date provide a copy of the subpoena or court order to BOK Financial’s Chief Executive Officer. (c) During the Term and at all times for a period of four (4) years thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidenceregardless of the reason for termination of Executive’s employment, (bi) refrain from using or permitting others to use Confidential Information in any manner or for any purpose Executive shall not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose and (ii) Executive shall use Confidential Information only to in connection with and in furtherance of Executive’s Employment by BOK Financial and on behalf of its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the affiliates. (d) As used herein, Confidential Information means all nonpublic information concerning or arising from unauthorized useBOK Financial’s business, accessincluding particularly but not by way of limitation trade secrets used, developed or disclosure acquired by BOK Financial in connection with its business; information concerning the same manner as Contractor protects its own confidential and details of BOK Financial’s operations, organization and management; financial information and/or documents and nonpublic policies, procedures and other printed or proprietary information written material generated or used in connection with BOK Financial’s business; BOK Financial’s business plans and strategies; electronic files or documents prepared by BOK Financial or Executive containing the identities of a similar natureBOK Financial’s customers (including their addresses and telephone numbers), the nature and amounts of their assets and liabilities, and with no less than the greater specific individual customer needs being addressed by BOK Financial; the nature of reasonable care fees and industry-standard care. The JBE owns all rightcharges assessed by BOK Financial; nonpublic forms, title contracts and interest other documents used in BOK Financial’s business; the Confidential Information. Contractor will notify the JBE promptly upon learning nature and content of any unauthorized disclosure proprietary computer software used in BOK Financial’s business, whether owned by BOK Financial or use of used by BOK Financial under license from a third party; and all other nonpublic information concerning BOK Financial’s concepts, prospects, customers, employees, contractors, earnings, products, services, equipment, systems, and/or prospective and executed contracts and other business arrangements. Confidential Information shall not include (i) general skills and will cooperate fully general knowledge of the industry obtained by reason of Executive’s association with the JBE to protect such Confidential Information. Upon the JBE’s request and upon BOK Financial; (ii) information that is or becomes public knowledge through no fault or action of Executive; (iii) any termination or expiration information received from an independent third party who is under no duty of this Agreement, Contractor will promptly (a) return confidentiality with respect to the JBE orinformation; or (iv) any information that, if so directed on advice of counsel, Executive is required to disclose by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawregulation.

Confidential Information. During Employee shall not, except as may be required by law, use any Confidential Information for any purpose other than on behalf of Superior National and to not use any Confidential Information for any purpose adverse to Superior National. For purposes of this Agreement, the Term term Confidential Information shall refer to certain confidential information developed by Superior National as a necessary function of the conduct of its businesses including, but not limited to, the identity, lists and/or descriptions of producers or policyholders, financial data, projections, plans and reports developed for management purposes and not otherwise disseminated, internal policies and procedures, management systems and procedures, employee records and information, and other information that may be developed from time to time by Superior National and be designated as confidential. Such Confidential Information is unique and has been developed and effectively applied by Superior National in the conduct of its businesses and constitutes a valuable and essential asset of the businesses of Superior National. Employee agrees to protect the confidentiality of and to take all appropriate steps to prevent unauthorized disclosure or use of the Confidential Information, and otherwise prevent the Confidential Information from entering the public domain or the possession by unauthorized persons, with the same degree of reasonable and appropriate care as Employee uses with respect to Employee's own confidential information. 9.1 All documents or media containing the Confidential Information are, and at all times thereaftershall remain, Contractor will: (a) hold all Confidential Information the sole property of Superior National. 9.2 Without diminishing or waiving any rights of Superior National otherwise available under law, the term of Employee's covenants of non-disclosure set forth in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section 9 shall be continuing and shall survive the expiration or termination of this Agreement. Contractor will protect Employee's covenants not to use or disclose the Confidential Information from unauthorized use, access, shall terminate as to any information that is or disclosure in becomes public knowledge through no fault of Employee and may be utilized by the same manner as Contractor protects its own confidential or proprietary information public without obligation to Superior National. Termination of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return Employee's obligations pursuant to the JBE or, if so directed by previous sentence shall have no effect on Superior National's rights to enforce the JBE, destroy all Confidential Information (in every form and medium), and (b) certify non-disclosure obligations with respect to conduct occurring before the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawinformation became public knowledge.

Confidential Information. During a. Employee acknowledges that all Confidential Information constitutes a protectable business interest of the Term Company, and covenants and agrees that at all times during the period of Employee’s employment and thereafter, Contractor will: Employee agrees (ai) to hold all in strictest confidence the Confidential Information, (ii) not to, directly or indirectly, disclose, furnish, or make available to any Person any Confidential Information in strict trust and confidence, (b) refrain without prior written authorization from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreementthe Company, and (ciii) refrain from disclosing or permitting others not to disclose use any Confidential Information except during the term of Employee’s employment in the course of performing Employee’s duties as an employee of the Company. Employee will abide by the Company’s policies and rules as may be established from time to any third party without obtaining time by it for the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose protection of its Confidential Information only and will not make any copies of Confidential Information except as authorized by the Company. Employee agrees that in the course of employment with the Company, Employee will not bring to its employees the Company’s offices nor use for the Company’s benefit, nor disclose, furnish or contractors who need make available to know that the Company or any Company Affiliate, or induce the Company or any Company Affiliate to use, any confidential or proprietary information in order or Tangible Embodiments belonging to perform Services hereunder and who have executed a confidentiality agreement others. Employee’s obligations under this Section 2(a) with Contractor at least as protective as the provisions of this section. The provisions of this section shall respect to particular Confidential Information will survive the expiration or termination of this Agreement. Contractor Agreement and Employee’s employment with the Company, and will protect terminate only at such time (if any) as the Confidential Information from unauthorized usein question becomes publicly and widely known to the public other than as a result of any wrongful act of Employee or Employee’s breach of this Agreement (or a breach by those acting in concert with the Employee or on the Employee’s behalf) or wrongful act of any other Person who was under confidentiality obligations as to the item or items involved. b. For clarity, accessEmployee’s agreements in this Section 2 are intended to be for the benefit of the Company, the Company Affiliates, and any third party that has entrusted information or disclosure Tangible Embodiments to the Company or the Company Affiliates in confidence. This Agreement is intended to supplement, and not to supersede, any rights the same manner as Contractor protects its own Company or the Company Affiliates may have with respect to the protection of trade secrets or confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of information. c. Notwithstanding any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration other provision of this Agreement, Contractor will promptly an individual (aincluding Employee) return shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual (including Employee) shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual (including Employee) who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the JBE orattorney of the individual and use the trade secret information in the court proceeding, if so directed by the JBEindividual files any document containing the trade secret under seal, destroy all and does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with federal law protecting confidential disclosures of a trade secret to the government or in a court filing, 18 U.S.C. § 1833(b), or to create liability for disclosures of Confidential Information (in every form and mediumthat are expressly allowed by 18 U.S.C. § 1833(b), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

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

Confidential Information. During ▇▇▇▇▇ Floor Covering acknowledges that it and its employees or agents may, in the Term course of performing their responsibilities under this Agreement, be exposed to or acquire information that is confidential to County. Any and at all times thereafter, Contractor will: information of any form obtained by ▇▇▇▇▇ Floor Covering or its employees or agents from County in the performance of this Agreement shall be deemed to be confidential information of County ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by ▇▇▇▇▇ Floor Covering shall be treated with respect to confidentiality in the same manner as the Confidential Information. Confidential Information shall be deemed not to include information that (a) is or becomes (other than by disclosure by ▇▇▇▇▇ Floor Covering) publicly known or is contained in a publicly available document; (b) is rightfully in ▇▇▇▇▇ Floor Covering 's possession without the obligation of nondisclosure prior to the time of its disclosure under this Agreement; or (c) is independently developed by employees or agents of ▇▇▇▇▇ Floor Covering who can be shown to have had no access to the Confidential Information. ▇▇▇▇▇ Floor Covering agrees to hold all Confidential Information in strict trust and confidence, (b) refrain from using at least the same degree of care that ▇▇▇▇▇ Floor Covering uses in maintaining the confidentiality of its own confidential information, and not to copy, reproduce, sell, assign, license, market, transfer or permitting others otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information in any manner or for any purpose not expressly permitted by this Agreementpurposes whatsoever other than the provision of Services to County hereunder, and (c) refrain from disclosing to advise each of its employees and agents of their obligations to keep Confidential Information confidential. ▇▇▇▇▇ Floor Covering shall use its best efforts to assist County in identifying and preventing any unauthorized use or permitting others disclosure of any Confidential Information. Without limitation of the foregoing, ▇▇▇▇▇ Floor Covering shall advise County immediately in the event ▇▇▇▇▇ Floor Covering learns or has reason to disclose believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and ▇▇▇▇▇ Floor Covering will at its expense cooperate with County in seeking injunctive or other equitable relief in the name of County or ▇▇▇▇▇ Floor Covering against any such person. ▇▇▇▇▇ Floor Covering agrees that, except as directed by County, ▇▇▇▇▇ Floor Covering will not at any time during or after the term of this Agreement disclose, directly or indirectly, any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harmperson, and that upon termination of this Agreement or at County's request, ▇▇▇▇▇ Floor Covering will promptly turn over to County all documents, papers, and other matter in ▇▇▇▇▇ Floor Covering ’s possession which embody Confidential Information. ▇▇▇▇▇ Floor Covering acknowledges that a breach of this Section, including disclosure of any Confidential Information, or disclosure of other information that, at law or in equity, ought to remain confidential, will give rise to irreparable injury to County that is inadequately compensable in damages. Accordingly, County may seek and obtain injunctive relief against the breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bondforegoing undertakings, in addition to its any other legal remedies at lawthat may be available. ▇▇▇▇▇ Floor Covering acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interest of County and are reasonable in scope and content. ▇▇▇▇▇ Floor Covering in providing all services hereunder agrees to abide by the provisions of any applicable Federal or State Data Privacy Act.

Confidential Information. (a) Executive acknowledges that, during the Term and prior to the Term, Executive has had and will have access to Confidential Information, all of which shall be made accessible to Executive only in strict confidence; that unauthorized disclosure of Confidential Information will damage the BOKF's business; that Confidential Information would be susceptible to immediate competitive application by a competitor of the BOKF; that BOKF's business is substantially dependent on access to and the continuing secrecy of Confidential Information; that Confidential Information is unique to the BOKF and known only to Executive and certain key employees and contractors of BOKF; that the BOKF shall at all times retain ownership and control of all Confidential Information; and that the restrictions contained in this paragraph are reasonable and necessary for the protection of the BOKF's business. (b) All documents or other records containing or reflecting Confidential Information ("Confidential Documents") prepared by or to which Executive has access are and shall remain the property of the BOKF. Executive shall not copy or use any Confidential Document for any purpose not relating directly to Executive's work on the BOKF's behalf, or use, disclose or sell any Confidential Document to any party other than the BOKF and its employees. Upon the termination of this Agreement or upon the BOKF's request before or after such termination, Executive shall immediately deliver to the BOKF or its designee (and shall not keep in Executive's possession or deliver to anyone else) all Confidential Documents and all other property belonging to the BOKF. This paragraph shall not bar Employee from complying with any subpoena or court order, provided that Executive shall at the earliest practicable date provide a copy of the subpoena or court order to the BOKF's Chief Executive Officer. (c) During the Term and at all times for a period of four (4) years thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidenceregardless of the reason for termination of Executive's employment, (bi) refrain from using or permitting others to use Confidential Information in any manner or for any purpose Executive shall not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose and (ii) Executive shall use Confidential Information only to in connection with and in furtherance of Executive's work for the BOKF and its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the affiliates. (d) As used herein, Confidential Information means all nonpublic information concerning or arising from unauthorized usethe BOKF's business, accessincluding particularly but not by way of limitation trade secrets used, developed or disclosure acquired by the BOKF in connection with its business; information concerning the manner and details of the BOKF's operations, organization and management; financial information and/or documents and nonpublic policies, procedures and other printed or written material generated or used in connection with the BOKF's business; the BOKF's business plans and strategies; electronic files or documents prepared by BOKF or Executive containing the identities of the BOKF's customers (including their addresses and telephone numbers), the nature and amounts of their assets and liabilities, and the specific individual customer needs being addressed by the BOKF; the nature of fees and charges assessed by the BOKF; nonpublic forms, contracts and other documents used in the same manner as Contractor protects its own confidential or BOKF's business; the nature and content of any proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest computer software used in the Confidential InformationBOKF's business, whether owned by the BOKF or used by the BOKF under license from a third party; and all other nonpublic information concerning the BOKF's concepts, prospects, customers, employees, contractors, earnings, products, services, equipment, systems, and/or prospective and executed contracts and other business arrangements. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information shall not include (i) general skills and will cooperate fully general knowledge of the industry obtained by reason of Executive's association with the JBE to protect such Confidential Information. Upon the JBE’s request and upon BOKF; (ii) information that is or becomes public knowledge through no fault or action of Executive; (iii) any termination or expiration information received from an independent third party who is under no duty of this Agreement, Contractor will promptly (a) return confidentiality with respect to the JBE orinformation; or (iv) any information that, if so directed on advice of counsel, Executive is required to disclose by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawregulation.

Confidential Information. During Franchisee shall not, during the Term and at all times term of this Agreement or thereafter, Contractor will: (a) hold all Confidential Information without Franchisor’s prior written consent, which consent may be granted or withheld in strict trust and confidenceFranchisor’s sole discretion, (b) refrain from using copy, duplicate, record, reproduce, in whole or permitting others to use Confidential Information in any manner part, or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing otherwise transmit or permitting others to disclose any Confidential Information make available to any third party without obtaining unauthorized person any of the JBEfollowing information (collectively, “Confidential Information”): the Manual, any other manuals or documents created for or approved for use in the System or in the design, construction or operation of the Hotel, any Software and Guest Profile Data and accompanying documentation developed for the System or elements thereof, or any other confidential information, knowledge, trade secrets, business information or know-how obtained through the use of any part of the System or concerning the System or the operation of the Hotel, which may be communicated or provided to Franchisee, or of which Franchisee may be apprised, by virtue of Franchisee’s express prior written consent on a case-by-case basisoperation of the Hotel under this Agreement or its access to the System. Contractor will disclose Franchisee may divulge such Confidential Information only to its such of Franchisee’s employees or contractors who need agents as must have access to know that information it in order to perform Services hereunder operate the Hotel, provided such employees or agents are apprised of the confidential nature of such information prior to it being divulged and who have executed a are bound by confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section obligations substantially similar to those set forth herein; all other persons shall survive the expiration or termination be deemed “unauthorized” for purposes of this Agreement. Contractor Franchisee shall be liable to Franchisor for any breaches of the confidentiality obligations in this Section XII. by its employees and agents; provided, however, although Franchisor reserves its rights to pursue all rights and remedies against such agents, and to pursue its rights and remedies against Franchisee for any breaches by such agents for injunctive relief or damages, Franchisor, however, will protect not terminate this Agreement for the first breach of this provision by such agents of Franchisee if Franchisee is otherwise complying herewith. Franchisee shall maintain the Confidential Information from unauthorized use, access, in a safe and secure location and shall immediately report to Franchisor the theft or disclosure in the same manner as Contractor protects its own confidential loss of all or proprietary information any part of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify The contents of the JBE promptly upon learning of any unauthorized disclosure Manual, all Software, and all other information, knowledge, know-how or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration other data that Franchisor designates as confidential shall be deemed confidential for purposes of this Agreement, Contractor will promptly . Franchisor shall not disclose such financial information related to Franchisee (a) return as opposed to the JBE or, Hotel) that Franchisee designates as confidential at the time Franchisee provides it to Franchisor (“Franchisee Confidential Financial Information”) to any unauthorized third party without the consent of Franchisee if so directed by such information is not already in the JBE, destroy all Confidential Information (in every form public domain at the time Franchisee delivers it to Franchisor or at such later date of disclosure. Franchisor shall have the right to use and medium), and (b) certify to disclose any information concerning the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach operating results of the confidentiality obligationsHotel, such as average daily rate, occupancy, RevPAR, or such other information that is entered into the JBE shall be entitled to appropriate equitable reliefFranchisor’s PMS, reservations and other systems without first obtaining the requirement consent of posting a bond, in addition to its other remedies at lawFranchisee.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Any party receiving Confidential Information in strict trust shall maintain the confidential and confidenceproprietary status of such Confidential Information, (b) refrain from using or permitting others to use keep such Confidential Information in and each part thereof within its possession or under its control sufficient to prevent any manner or for any purpose activity with respect to the Confidential Information that is not expressly permitted specifically authorized by this Agreement, and (c) refrain from disclosing or permitting others use all commercially reasonable efforts to disclose 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 that is (a) independently developed by the receiving party outside the scope of this Agreement or the Development Agreement (PROVIDED, HOWEVER, that such restriction shall apply to any technology licensed by DURA, DDSI or ▇▇▇▇▇▇ Corp. to ▇▇▇▇▇▇ Corp. II under this Agreement), (b) in the public domain at the time of its receipt or thereafter becomes part of the public domain through no fault of the receiving party, (c) received without an obligation of confidentiality from a third party without obtaining having the JBE’s right to disclose such information, (d) released from the restrictions of this Section 4.3 by the express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only of the disclosing party, (e) disclosed to its employees any permitted assignee, permitted sublicensee or contractors who need permitted subcontractor of DURA, DDSI, ▇▇▇▇▇▇ Corp. or ▇▇▇▇▇▇ Corp. II under the Agreements (if such assignee, sublicensee or subcontractor is subject to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this sectionSection 4.3 or substantially similar provisions) or (f) required by law, statute, rule or court order to be disclosed (the disclosing party shall, however, use commercially reasonable efforts to obtain confidential treatment of any such disclosure). The provisions of obligations set forth in this section Section 4.3 shall survive for a period of ten (10) years from the expiration or termination (other than by exercise) of the Purchase Option. Without limiting the generality of the foregoing, DURA, DDSI, ▇▇▇▇▇▇ Corp. and ▇▇▇▇▇▇ Corp. II each shall use commercially reasonable efforts to obtain, if not already in place, confidentiality agreements from their respective employees and agents, similar in scope to this Agreement. Contractor will Section 4.3, to protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During 7.1. The Consultant acknowledges that in the Term course of the Engagement he will have access to Confidential Information. The Consultant has therefore agreed to accept the restrictions in this clause 7. 7.2. The Consultant hereby covenants and agrees that the Consultant shall not at all times thereafterany time during the Engagement nor after its termination directly or indirectly use, Contractor will: (a) hold all or copy or divulge Confidential Information in strict trust and confidenceto the detriment or prejudice of the Client, (b) refrain from using any Affiliate, or permitting others to use any Customer, other clients or any Supplier. 7.3. The Consultant will keep a record of the Confidential Information in any manner furnished to or for any purpose prepared by the Consultant and of the location of such Confidential Information. 7.4. The Consultant shall not expressly permitted by this Agreement, and (c) refrain be restrained from disclosing any Confidential Information which the Consultant is authorised to disclose in the proper performance of the Services or permitting others which is or comes into the public domain (other than as a result of unauthorised disclosure by the Consultant) or is ordered to be disclosed by a court of competent jurisdiction, a regulatory authority or otherwise required to be disclosed by law. 7.5. If the Consultant is required by law to disclose any Confidential Information to any third party without obtaining Information, it will promptly notify the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information Client, in order to perform Services hereunder permit the Client to seek a protective order or take other appropriate action. The Consultant will cooperate in the Client’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded the Confidential Information. If, in the absence of a protective order, the Consultant is, in the written opinion of its legal adviser addressed to the Client, compelled as a matter of law to disclose the Confidential Information, the Consultant may disclose to the party compelling disclosure only that part of the Confidential Information required by law to be disclosed. 7.6. The Consultant shall use best endeavours to safeguard Confidential Information from unauthorised disclosure. The Consultant will promptly notify the Client in writing if any information comes to its attention, which information may indicate there was or is likely to be a loss of confidentiality of any portion of the Confidential Information. The Consultant shall use its best endeavours to retrieve the lost or wrongfully disclosed Confidential Information and who have executed a confidentiality agreement with Contractor at least as protective as to prevent further unauthorised disclosure or loss of any Confidential Information. 7.7. To the extent the consultancy between the Client and the Consultant commenced prior to the execution of this Agreement, the provisions of this sectionclause shall apply retroactively from the start of such consultancy. 7.8. The provisions of this section shall survive At any time during the expiration or termination of this Agreement. Contractor will protect Engagement, the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor Consultant will promptly (a) return to the JBE orClient, if so directed by on the JBEClient’s request, destroy all and any Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawpossession.

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

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

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

Confidential Information. During Agent acknowledges that in the Term course of its duties it may receive and at all times thereafterutilize confidential, Contractor will: proprietary and trade secret information regarding Master Agency, Insurer, or their respective affiliates or any related business operations (a) hold all “Confidential Information”). In connection therewith: i. Agent acknowledges that Confidential Information gives each of Master Agency and Insurer a competitive advantage in strict trust the marketplace by not being generally known by the public and confidenceinsurance industry and includes but is not limited to contract holder identities and lists, (b) refrain from using agent identities and lists, pricing and cost information, the business guidelines, Commission Schedules, override schedules and any documents or permitting others computer stored information containing such information. ii. Agent shall maintain, and cause Sub-Agents to use maintain, adequate systems and appropriate administrative, physical, technical, electronic, and procedural measures to protect and secure the confidentiality, integrity, and availability of Confidential Information. iii. Master Agency and Insurer reserve the right to review Agent’s policies and procedures governing the maintenance of Confidential Information. At Master Agency or Insurer’s discretion and in accordance with Master Agency or Insurer’s directions, Agent shall conduct, or pay the cost of conducting, an investigation of any incident required to be reported under this subsection and will provide, or pay the costs of providing, any required notices to any individuals whose Confidential Information in was or is believed to have been involved. iv. Agent shall immediately report to Master Agency any manner use or for any purpose disclosure of the Confidential Information not expressly permitted by this Agreement, . v. Agent shall keep Confidential Information confidential and (c) refrain from disclosing shall not disclose or permitting others to disclose any reveal Confidential Information to any anyone (other than to Agent’s employees, representatives and agents and those of its affiliates or to third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only parties who are bound by obligations of confidentiality substantially similar to its employees or contractors who need to know that information those in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor ; provided, however, that Agent will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law liable for any breach of Contractor’s obligations under this sectionSection 4(d) by such person), unless Agent is legally required to disclose or reveal such information; provided that any Confidential Information is disclosed only to the extent required to satisfy such breach will likely result in irreparable harmlegal requirement and only after giving five business days’ prior notice (to the extent practicable) to Master Agency or Insurer, and that upon any breach or threatened breach as applicable, of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawsuch required disclosure.

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

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

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

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

Confidential Information. During A. Each party acknowledges that the Term AMI Technology and at all times thereafterother Confidential Information disclosed to it by AMI are the exclusive property of AMI or its licensor(s), Contractor will: (a) as applicable. B. LICENSEE acknowledges that the unauthorized use, disclosure, or distribution of Confidential Information would cause AMI, to suffer irreparable harm and damage. C. LICENSEE agrees to hold all Confidential Information in strict trust and strictest confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not . Except as expressly permitted by this Agreementherein, and (c) refrain from disclosing or permitting others LICENSEE agrees not to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify , during the JBE promptly upon learning term of any unauthorized disclosure or use of Confidential Information and will cooperate fully with [***] after the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration date of this Agreement, Contractor will promptly (a) return for any reason, except to employees and consultants with a bona fide need to know, which employees and consultants shall be referred to herein as “Need to Know Individuals.” LICENSEE represents that the JBE orNeed to Know Individuals have been advised of the confidential nature of the material and are under an express obligation to maintain such confidentiality. Except as expressly permitted herein, if so directed by the JBE, destroy all Confidential Information (in every form shall only be accessed, disclosed, or kept on the receiving party’s premises or that of its consultants provided AMI is given written notice of the name and medium)address of the consultant and consents to access off site. LICENSEE represents that it maintains a reasonable system to protect its own confidential business information, including enforceable written agreements with its employees, consultants, and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harmsuppliers, and that upon any breach or threatened breach Confidential Information shall be protected by that system with the same high standard of care for AMI’s benefit. AMI Source Code provided to LICENSEE as part of the confidentiality obligations, the JBE Licensed Materials shall be entitled deemed Confidential Information without any expiration on term. LICENSEE acknowledges and agrees that AMI has entered [***] 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 appropriate equitable relief, without the requirement of posting a bond, omitted portions. into this transaction in reliance that the representations contained herein are true and shall continue to be true as required by this Agreement. D. Any terms in this Paragraph 8 which are in addition to its or more restrictive than the terms of any other remedies at lawconfidentiality agreements, non-disclosure agreements and the like between the parties shall control in the event of conflict.

Confidential Information. During the Term ▇. ▇▇▇▇▇ and at all times thereafter, Contractor will: (a) Participant each agree that as a Recipient each will hold all Confidential Information of the other in strict trust confidence and confidencewill not, (bduring the term or after the termination of the Agreement, disclose to a third-party, nor use for its own business or benefit, any Confidential Information obtained by it from the other in connection with the Agreement unless such use or disclosure is contemplated by the Agreement, is required by Applicable Law, or is agreed to by the disclosing party, subject to Section 17(b) refrain from using below. The Recipient may use and disclose the other party’s Confidential Information internally, to members of its workforce or permitting others to use consultants and advisors who are under an obligation to protect the confidentiality of the Confidential Information in any a manner consistent with the Agreement or for any purpose not expressly permitted by where required to comply with Applicable Law. Upon termination of this Agreement, all Confidential Information will be returned to the disclosing party or will be destroyed by the Recipient with a certificate of destruction signed by an officer of the Recipient provided to the disclosing party. Notwithstanding the foregoing, a party may retain one copy of the other party’s Confidential Information to the extent reasonably necessary to document matters relating to this Agreement for legal or insurance reasons or for similar purposes; provided that the restrictions of this Section 17 shall continue to apply to such retained copy. b. If the Recipient becomes aware of any unauthorized use or disclosure of the Confidential Information of the disclosing party, the Recipient shall promptly and fully notify the disclosing party of all facts known to it concerning such unauthorized use or disclosure. In addition, if the Recipient or any of its employees or agents are requested or required (cby oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) refrain from disclosing or permitting others to disclose any of the Confidential Information to of the disclosing party, the Recipient shall provide the disclosing party with written notice of any third such request or requirement as much in advance of required disclosure as is practicable, along with any available details regarding the request or requirement, so that the disclosing party without obtaining the JBE’s express prior written consent on may seek a case-by-case basis. Contractor will disclose Confidential Information only to its employees protective order or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement other appropriate remedy and/or waive compliance with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect Notwithstanding the foregoing, the Recipient shall exercise its best efforts to preserve the confidentiality of the Confidential Information from unauthorized useincluding, accesswithout limitation, by cooperating with the disclosing party to obtain an appropriate protective order or disclosure in the same manner as Contractor protects its own other reliable assurance that confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in treatment will be accorded the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect by such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawtribunal.

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

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all It is understood that the Seller, EnStructure and the Parent may (i) have Seller Confidential Information and (ii) obtain Purchaser Confidential Information during the preparation and negotiation of this Agreement and the other documents contemplated hereby and the performance by the Seller, EnStructure and the Parent under such other documents (Seller Confidential Information and Purchaser Confidential Information are collectively referred to herein as “Confidential Information”), that, if known to third parties, would damage the Purchaser and the Business. The Seller, EnStructure and the Parent agree that (x) for a period of five (5) years following the Closing Date, the Seller, EnStructure and the Parent will not use in strict trust any manner, for its own account or for the account of others, or divulge to any third party any Seller Confidential Information, except in connection with this Agreement, or its performance under the other documents contemplated hereby and confidence(y) during the respective terms of the other documents contemplated hereby and for a period of five (5) years thereafter, the Seller, EnStructure and the Parent will not use in any manner, for its own account or for the account of others, or divulge to any third party any Purchaser Confidential Information, except in connection with this Agreement or its performance under the documents contemplated hereby. (b) refrain from using In the event the Seller, EnStructure or permitting others the Parent is requested or required (by oral demand, or similar process) to use disclose any Confidential Information Information, the Seller, EnStructure or the Parent, as applicable, will notify the Purchaser promptly of the request or requirement so that the Purchaser may seek an appropriate protective order or waive compliance with this provision. If, in any manner the absence of a protective order or for any purpose not expressly permitted by this Agreementthe receipt of a waiver hereunder, and (c) refrain from disclosing the Seller, EnStructure or permitting others the Parent, as applicable, is, on the advice of counsel, compelled to disclose any Confidential Information to any third party without obtaining tribunal or else stand liable for contempt or other official penalties, the JBE’s express prior written consent on a case-by-case basis. Contractor will Seller, EnStructure or the Parent, as applicable, may disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized useto the tribunal; provided, accesshowever, that if so compelled, the Seller, EnStructure or disclosure in the same manner Parent, as Contractor protects applicable, shall only disclose such portion of the Confidential Information required to be disclosed; provided, further, that the Seller, EnStructure or the Parent, as applicable, shall use its own best efforts to obtain, at the request of the Purchaser, an order or other assurance that confidential or proprietary treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Purchaser shall designate. This obligation of secrecy shall not apply to information that: (i) is required to be released pursuant to a lawful order of a similar naturecourt of competent jurisdiction; provided that the Seller, EnStructure or the Parent, as applicable, notifies the Purchaser promptly of such order upon receipt and with no less than gives the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Purchaser time to protect seek protection for such Confidential Information. Upon ; (ii) becomes generally available to the JBE’s request and upon any termination or expiration public without breach of this AgreementSection 8.1 by a member of the Seller, Contractor will promptly EnStructure or the Parent; (aiii) return to becomes available from Persons who lawfully acquired such information without restriction; or (iv) the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Purchaser agrees in writing that Contractor has fully complied such information may be used or disclosed by the Seller, EnStructure or the Parent. (c) The Seller hereby grants to the Purchaser, effective as of the Closing, all rights it may have under confidentiality letters and contracts with respect to Seller Confidential Information of the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harmBusiness, and that upon any breach or threatened breach of shall deliver all such letters and contracts to the confidentiality obligations, Purchaser at the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawClosing.

Confidential Information. During In connection with the Term Program, you may have access to or be exposed to (through the Member Portal or other means) materials, data, or information, whether in written, oral, electronic, website-based, or other forms, that is not generally known to the public (collectively, “Confidential Information”). You will keep all Confidential Information strictly confidential until three (3) years after the termination of these Terms, using at least the same degree of care as you use to protect your own confidential information, but no less than reasonable care. Notwithstanding anything to the contrary in these Terms, your confidentiality obligations with respect to Personal Information and trade secrets (including technical information about products and services and all information about unreleased products and services) of Dell shall never expire. You may share Confidential Information with only your employees who have a need to know in furtherance of the business relationship between you and Dell and who are subject to legally binding obligations of confidentiality at all times thereafter, Contractor will: least as restrictive as those imposed on you in these Terms. You are fully liable for any breach of this paragraph by your personnel. These confidentiality obligations do not apply to any Confidential Information that (a) hold all Confidential Information you can demonstrate was already in strict trust and confidence, your possession before your receipt from Dell; (b) refrain from using is or permitting others to use Confidential Information in any manner becomes publicly available through no fault by you or for any purpose not expressly permitted by this Agreement, and your personnel; or (c) refrain you rightfully received from disclosing a third party who has no duty of confidentiality. If you are required by a government body or permitting others court of law to disclose any Confidential Information Information, to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only extent permitted by law, you agree to its employees or contractors who need to know give Dell reasonable advance notice so that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as Dell may contest the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use seek a protective order. You acknowledge that damages for improper disclosure of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can may be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harmirreparable, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Dell shall be entitled to appropriate seek equitable relief, without the requirement of posting a bondincluding injunction and preliminary injunction, in addition to its all other remedies available at lawlaw or in equity. Notwithstanding any separate confidentiality agreement you may have with Dell, you authorize and agree that information regarding your business with Dell and information, including Personal Information, you provide to Dell in connection with the Program may be accessed and used by Dell and its employees and contractors for sales and marketing purposes and for any purpose related to the Program or the relationship between you and Dell (collectively, the “Purpose”) and may be disclosed by Dell as required for the Purpose or to fulfill Dell obligations to you and/or your End Customers.

Confidential Information. During A. Franchisee acknowledges that its entire knowledge of the Term operation of a EASYRIDERS business including the knowledge or know-how regarding the specifications, standards and at operating procedures of a EASYRIDERS business, is derived from information disclosed to Franchisee by Franchisor which information is proprietary, confidential and a trade secret of Franchisor. All information, standards and specifications with respect to the sale of motorcycle paraphernalia and/or which identifies or assists in the identification of actual or potential customers of the Franchised Business are the trade secrets and the proprietary information of Franchisor. Franchisee shall maintain the absolute confidentiality of all times thereafter, Contractor will: (a) hold all Confidential Information such information during and after the term of the franchise and shall not use any such information in strict trust and confidence, (b) refrain from using any other business or permitting others to use Confidential Information in any manner not specifically authorized or approved in writing by Franchisor. B. Franchisee shall divulge trade secret information only to such of its employees and only to the extent that such access is necessary for any purpose not expressly permitted by them to operate the Franchised Business. Any and all information, knowledge and know-how, including, without limitation, designs, drawings, materials, equipment, retail business systems and methods, merchandising techniques and procedures and other data, which Franchisor designates as confidential or proprietary or a trade secret shall be deemed to be a trade secret for purposes of this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information excepting only such information as Franchisee can demonstrate lawfully came to its employees attention prior to disclosure thereof by Franchisor; or contractors who need which, at the time of disclosure by Franchisor to know Franchisee, had lawfully become a part of the public domain, through publication or communication by others; or which, after disclosure to Franchisee by Franchisor, lawfully becomes a part of the public domain, through publication or communication by others. C. Due to the special and unique nature of the confidential information, Marks, and Confidential Operations Manual of Franchisor, Franchisee acknowledges that information Franchisor shall be entitled to immediate equitable remedies, including but not limited to, restraining orders and injunctive relief in order to perform Services hereunder safeguard such trade secrets, and who have executed a confidentiality agreement proprietary, confidential, unique, and special information of Franchisor and that money damages alone would be an insufficient remedy with Contractor at least as protective as which to compensate Franchisor for any breach of the provisions terms of this sectionParagraphs V., VI., and VII. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect Furthermore, all employees of Franchisee having access to the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or and proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Franchisor shall be entitled required to appropriate equitable relief, without the requirement of posting execute confidential information agreements in a bond, in addition form acceptable to its other remedies at lawFranchisor.

Confidential Information. During User acknowledges, and will cause all Authorized Personnel to acknowledge, that under the Term terms of this Agreement, he/she may have access to information that is confidential and at all times thereafterof substantial value to UKHA, Contractor will: which value would be impaired if such information were disclosed to third parties (“Confidential Information”). Confidential Information specifically does not include information that (a) hold all Confidential Information in strict trust and confidence, is already known to User or is publicly available at the time of disclosure; (b) refrain from using is disclosed to User or permitting others Authorized Personnel by a third party who is not in breach of an obligation of confidentiality to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and UKHA; (c) refrain from disclosing becomes publicly available after disclosure through no fault of User or permitting others Authorized Personnel; (d) is required by rule or law to be disclosed, provided that User promptly gives UKHA notice of the requirement to disclose any the Confidential Information to any third party without obtaining allow UKHA the JBEopportunity to take legal action to prevent the disclosure, and, at UKHA’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only expense, to its employees or contractors who need provide all assistance that is reasonably required to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in preserve the Confidential Information’s confidential treatment, such as protective orders, and the like. Contractor User agrees that, and will notify cause Authorized Personnel to agree that, he/she will not use in any way for his/her own account, except as provided herein, nor disclose to any third party, any such Confidential Information revealed to him/her by ▇▇▇▇. User will take, and will cause Authorized Personnel to take, every reasonable precaution to protect the JBE promptly upon learning confidentiality of such Confidential Information. User acknowledges, and will cause the Authorized Personnel to acknowledge, that unauthorized use or disclosure thereof could cause UKHA irreparable harm that cannot be compensated by monetary damages. Accordingly, User agrees, and will cause the Authorized Personnel to agree, that UKHA will be entitled to seek injunctive and preliminary relief to remedy any actual or threatened unauthorized use or disclosure or use of Confidential Information and will cooperate fully be entitled to pursue any other available remedies for such breach or threatened breach, including the recovery of damages from User or any Authorized Personnel. The restrictions set forth herein related to Confidential Information are not included to impose restrictions on User’s or Authorized Personnel’s subsequent use or disclosure of Protected Health Information accessed in accordance with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration terms of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, provided that any such breach will likely result further use or disclosure of such Protected Health Information is in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at accordance with applicable law.

Confidential Information. During ▇. OWNER agrees to disclose INFORMATION to RECIPIENT to facilitate possible future business dealings between the Term parties. B. RECIPIENT agrees to receive such INFORMATION and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) to refrain from using copying, disclosing, using, selling, or permitting others offering for sale any and all of said INFORMATION, other than at the request of OWNER, with the exceptions as provided in paragraph C herein. RECIPIENT agrees to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, keep confidential and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining and all of the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar natureINFORMATION, and with no less than the greater of to take all necessary and reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any steps to prevent unauthorized disclosure or use of Confidential Information any and will cooperate fully with all of the JBE INFORMATION. C. Notwithstanding paragraph B, RECIPIENT shall not be liable for disclosure or use of INFORMATION only if, and only to protect such Confidential Information. Upon the JBE’s request extent that, said INFORMATION was in the public domain at the time it was disclosed by OWNER, or was known to and upon any termination recorded in writing by RECIPIENT prior to the time of disclosure by OWNER, or expiration is received from a third party or passes into the public domain without breach of this Agreement, Contractor will promptly (a) return . With respect to any INFORMATION known by RECIPIENT prior to the JBE ortime of disclosure by OWNER that RECIPIENT believes to constitute the INFORMATION, if so directed or any portion thereof, RECIPIENT shall disclose to OWNER an adequate written description of the INFORMATION within fourteen (14) days of the disclosure by the JBE, destroy all Confidential Information (OWNER. D. This is not an offer for sale or license. No right or license is granted by OWNER to RECIPIENT in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied connection with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations technical information or inventions disclosed under this section, that any such breach will likely result agreement. All documents or materials constituting the INFORMATION and all reproductions thereof shall at all times remain the sole property of OWNER and shall promptly be returned by RECIPIENT upon request. E. This Agreement shall remain in irreparable harm, and that upon any breach or threatened breach force in spite of disclosure of the confidentiality obligationsINFORMATION by OWNER in the form of patent applications, the JBE shall be entitled to appropriate equitable reliefcopyright applications, without the requirement of posting a bond, in addition to its or other remedies at lawdisclosures by OWNER.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) Standard shall (i) keep and hold all such ExpeData Confidential Information in strict trust and complete confidence, (bii) refrain from using not at any time directly or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to indirectly disclose any of such ExpeData Confidential Information to any third party without obtaining other Person (except its employees, subcontractors and agents who have a need to know such ExpeData Confidential Information), (iii) use the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose same standards and controls which Standard uses to maintain and preserve the confidentiality of its own confidential information (but in no event less than reasonable care) to maintain and preserve the confidentiality of such ExpeData Confidential Information and (iv) use such ExpeData Confidential Information only to the extent reasonably necessary in connection with its performance under this Agreement. Standard shall be liable for any breach of the confidentiality obligations under this Section 18(a) by its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this sectionagents. The provisions ExpeData Confidential Information, including copies thereof, shall at all times remain the property of this section shall survive the expiration ExpeData or its licensors, if applicable. Upon termination of this Agreement. Contractor , Standard shall promptly return to ExpeData or, at its request, will protect the destroy all ExpeData Confidential Information from unauthorized usefurnished to Standard. (b) ExpeData shall (i) keep and hold such Standard Confidential Information in strict and complete confidence, access(ii) not at any time directly or indirectly disclose any of such Standard Confidential Information to any other Person (except its employees, or disclosure in subcontractors and agents who have a need to know such Standard Confidential Information), (iii) use the same manner as Contractor protects standards and controls which Standard uses to maintain and preserve the confidentiality of its own confidential or proprietary information of a similar nature, and with (but in no event less than reasonable care) to maintain and preserve the greater confidentiality of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of such Standard Confidential Information and will cooperate fully (iv) use such Standard Confidential Information only to the extent reasonably necessary in connection with its performance under this Agreement. ExpeData shall be liable for any breach of the JBE to protect such confidentiality obligations under this Section 18(b) by its employees or agents. The Standard Confidential Information, including copies thereof, shall at all times remain the property of Standard or its licensors, if applicable. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will ExpeData shall promptly (a) return to the JBE Standard or, if so directed by the JBEat its request, will destroy all Standard Confidential Information (in every form and medium), and (b) certify furnished to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawExpeData.

Confidential Information. During the Term ▇. ▇▇▇▇▇ and at all times thereafter, Contractor will: (a) Participant each agree that as a Recipient each will hold all Confidential Information of the other in strict trust confidence and confidencewill not, (bduring the term or after the termination of the Agreement, disclose to a third-party, nor use for its own business or benefit, any Confidential Information obtained by it from the other in connection with the Agreement unless such use or disclosure is contemplated by the Agreement, is required by Applicable Law, or is agreed to by the disclosing party, subject to Section 167(b) refrain from using below. The Recipient may use and disclose the other party’s Confidential Information internally, to members of its workforce or permitting others to use consultants and advisors who are under an obligation to protect the confidentiality of the Confidential Information in any a manner consistent with the Agreement or for any purpose not expressly permitted by where required to comply with Applicable Law. Upon termination of this Agreement, all Confidential Information will be returned to the disclosing party or will be destroyed by the Recipient with a certificate of destruction signed by an officer of the Recipient provided to the disclosing party. Notwithstanding the foregoing, a party may retain one copy of the other party’s Confidential Information to the extent reasonably necessary to document matters relating to this Agreement for legal or insurance reasons or for similar purposes; provided that the restrictions of this Section 17 shall continue to apply to such retained copy. b. If the Recipient becomes aware of any unauthorized use or disclosure of the Confidential Information of the disclosing party, the Recipient shall promptly and fully notify the disclosing party of all facts known to it concerning such unauthorized use or disclosure. In addition, if the Recipient or any of its employees or agents are requested or required (cby oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) refrain from disclosing or permitting others to disclose any of the Confidential Information to of the disclosing party, the Recipient shall provide the disclosing party with written notice of any third such request or requirement as much in advance of required disclosure as is practicable, along with any available details regarding the request or requirement, so that the disclosing party without obtaining the JBE’s express prior written consent on may seek a case-by-case basis. Contractor will disclose Confidential Information only to its employees protective order or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement other appropriate remedy and/or waive compliance with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect Notwithstanding the foregoing, the Recipient shall exercise its best efforts to preserve the confidentiality of the Confidential Information from unauthorized useincluding, accesswithout limitation, by cooperating with the disclosing party to obtain an appropriate protective order or disclosure in the same manner as Contractor protects its own other reliable assurance that confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in treatment will be accorded the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect by such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawtribunal.

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

Confidential Information. During 11.1 Licensor agrees not to disclose the Term and at all times thereafteridentity of Licensee as a customer of Licensor, Contractor will: (a) hold all the existence or nature of the relationship contemplated hereby or the business application for which Licensee intends to use the Software without the prior written consent of Licensee, which Licensee may withhold in its sole discretion. 11.2 All Confidential Information (as defined below) of Licensee are and shall remain the sole and exclusive property of Licensee and are to be treated by Licensor as absolutely secret and confidential. Licensor covenants and warrants that, without limitation as to time, it shall keep in strict trust and confidence, maintaining proper security therefor, and shall not (bi) refrain from using use or permitting others allow to use Confidential Information in any manner be used for its own benefit or for any purpose not expressly permitted by purposes other than the performance of this Agreement, and or (cii) refrain from disclosing disclose or permitting others reveal or allow to disclose be disclosed or revealed to any person other than Licensee any Confidential Information of Licensee. Without limiting the foregoing, (i) Licensor shall not negotiate with or offer or agree to sell, lease or otherwise transfer to any third party person or entity any Confidential Information of Licensee or any system, data, report, study, program or other item which incorporates or utilizes such Confidential Information, and (ii) Licensee’s name, logo, insignia, photographs or any other publicity pertaining to this Agreement, including but not limited to the existence of this Agreement, shall not be used in any magazine, trade paper, newspaper or other medium, or otherwise disclosed to any person, without obtaining the JBE’s express prior written consent on a case-by-case basisof Licensee. Contractor will Licensor shall not disclose Confidential Information only to its employees the subject matter, existence or contractors who need to know that information in order to perform Services hereunder terms and who have executed a confidentiality agreement with Contractor at least as protective as the provisions conditions of this section. The provisions Agreement or the granting of the license hereunder, except as may be required by law or government regulations or pursuant to a court order or in any legal proceeding, or as may be necessary to assert rights under the Agreement, or as may be authorized in writing by Licensee. 11.3 If Licensor breaches, threatens to breach or attempts to breach its obligations under Sections 11.1 or 11.2 herein, Licensee may notwithstanding and not by way of limitation of any other remedies it may have for anticipatory or actual breach of this section shall survive Agreement (including, without limitation, for damages), immediately obtain an order enjoining Licensor from violating this Section (both during and upon final determination of any litigation). 11.4 As used herein, the expiration or termination of this Agreement. Contractor will protect the term “Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own Information” means any confidential or proprietary information of Licensee, including but not limited to designs, drawings, plans, formulae, instructions, processes, programs, systems, theories, specifications, techniques, tapes, disks, disk racks, models, data, flow charts, documentation, processes, procedures, know-how, new product or technology information, prototypes, software (whether in object code or source code), manufacturing, development, or marketing techniques, development or marketing timetables, business strategies and development plans, supplier information, personnel information, customer information, pricing policies, financial information and any other information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure whether or use of Confidential Information and will cooperate fully with the JBE not reduced to protect such Confidential Information. Upon the JBE’s request and upon any termination writing or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium)other tangible form, and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach other trade secret or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawnon-public business information.

Confidential Information. During This covenant is independent of, and in addition to, those set forth above. (a) In order to protect the Term Company’s Confidential Information, the Executive hereby covenants and agrees that the Executive will at all times thereafterhold the Confidential Information in confidence, Contractor will: will take all reasonable and necessary measures to prevent the disclosure of the Confidential Information, and will not use or disclose any Confidential Information, except for the benefit of the Company and to authorized representatives of the Company, to professional advisors (aincluding without limitation attorneys, accountants, and financial advisors), or except as required by any governmental, regulatory, or judicial authority. (b) hold The Executive acknowledges that all Confidential Information in strict trust are and confidenceshall remain the sole, (b) refrain from using exclusive, and valuable property of the Company and that the Executive has and shall acquire no right, title, or permitting others interest therein. Any and all printed, typed, written, or other material that the Executive may have or obtain with respect to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreementshall be and remain the exclusive property of the Company, and any and all material (including any copies) shall, upon request of the Board, be promptly delivered by the Executive to the Company. (c) refrain from disclosing If the Executive becomes compelled by law, by regulatory or permitting others judicial process or by any other proceeding to disclose make any Confidential Information disclosure that is prohibited by this Section 4.3, the Executive shall, to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees extent legally permissible, provide the Board with prompt notice of such compulsion so that the Company may seek an appropriate protective order or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement other appropriate remedy or waive compliance with Contractor at least as protective as the provisions of this sectionSection 4.3. The provisions In the absence of this section shall survive a protective order or other remedy, the expiration or termination Executive may disclose that portion (and only that portion) of this Agreement. Contractor will protect the Confidential Information from unauthorized usethat, accessbased upon the opinion of the Executive’s counsel, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar natureExecutive is legally compelled to disclose; provided, and with no less than however, that the greater of Executive shall use commercially reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of efforts to obtain written assurance that any unauthorized disclosure or use of person to whom any Confidential Information and will cooperate fully with the JBE is so disclosed shall accord confidential treatment to protect such Confidential Information. (d) Nothing in this Agreement prohibits Executive from disclosing a Company trade secret (i) in confidence to a Federal, State, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Upon the JBE’s request and upon any termination or expiration Moreover, if Executive files a lawsuit for retaliation by an employer for reporting a suspected violation of this Agreementlaw, Contractor will promptly (a) return Executive may disclose a Company trade secret to the JBE or, Executive’s attorney and use the trade secret information in the court proceeding if so directed by the JBE, destroy all Confidential Information (in every form Executive files any document containing the trade secret under seal and medium), and (b) certify does not disclose the trade secret except pursuant to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawcourt order.

Confidential Information. During the Term course of your appointment you will come into possession of trade secrets and confidential information relating to the business and finances, and products of the Company and other companies in the Group. This confidential information is and remains the property of the Company, any Group company and/or its or their clients, employers or suppliers. You should not of course either during the course of your appointment or at all times thereafterany time after its termination for any reason use, Contractor willother than for the purposes of the Company or any company in the Group, or disclose to any person or persons whatsoever, any such confidential or secret information or any other confidential or secret information which may have come to your knowledge during the term of and as a result of your appointment. This restriction does not apply to information which has come into the public domain other than as a result of your failure to observe the confidentiality provisions set out herein or to the extent that such information is required to be disclosed: (ai) hold by any applicable law, regulation or court order; or (ii) to any applicable regulatory authority that requires it. In addition, your duties under Delaware law contemplate a duty of confidentiality, which requires that directors maintain confidentiality with respect to material non-public information about the Company and its performance. At the termination of your appointment you will surrender and deliver up to the Company all Confidential Information confidential information you possess and, at the election of the Company, expunge all confidential information from any computer or other similar device into which it was programmed and destroy all notes or memoranda containing confidential information in strict trust your possession or control. Your attention is also drawn to the requirements both under legislation and confidenceregulation as to the disclosure of inside information and price sensitive information. Consequently you should avoid making any statements that might risk a breach of these requirements without prior clearance from the Board. You hereby waive, (b) refrain from using to the extent permitted by applicable law, any and all claims you may now or permitting others to use Confidential Information hereafter have in any manner or for any purpose not expressly permitted by this Agreementjurisdiction to all rights of paternity, integrity, disclosure, and (c) refrain from disclosing or permitting others to disclose withdrawal and any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know other rights that information may be known as “moral rights” in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions respect of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure all copyright works created by you in the same manner as Contractor protects its own confidential or proprietary information course of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawperforming your duties hereunder.

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

Confidential Information. During a. The Transfer Agent and the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Corporation acknowledge that during the course of the Agreement, the parties (the Discloser being the “Discloser” and the Recipient the “Recipient”) may make confidential data available to each other or may otherwise have access to proprietary or confidential information regarding the Corporation, its stockholders, or the Transfer Agent, or its or their affiliates (c) refrain collectively, “Confidential Data”). Confidential Data includes all information not generally known or used by others and which gives, or may give the possessor of such information an advantage over its competitors or which could cause Corporation or Transfer Agent injury, loss of reputation or goodwill if disclosed. Such information includes, but is not necessarily limited to: data or information that identifies past, current or potential customers, stockholders, business practices, financial results, fees, research, development, systems and plans; certain information and material identified by the Discloser as “Proprietary” or “Confidential”; data that the Transfer Agent furnishes to the Corporation from disclosing the Transfer Agent’s database; data received from the Corporation and enhanced by the Transfer Agent; and/or data or permitting others information that the Recipient should reasonably be expected to disclose any know is confidential. Confidential Information to any third party without obtaining Data may be written, oral, recorded, or maintained on other forms of electronic media. Because of the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to sensitive nature of the information that the Recipient and its employees or contractors who need to know that information in order to perform Services hereunder and who have executed agents may obtain as a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration result of this Agreement, Contractor will promptly (a) return the intent of the parties is that these provisions be interpreted as broadly as possible to protect Confidential Data. The Transfer Agent acknowledges that all Confidential Data furnished by Corporation is considered proprietary and strictly confidential. The parties agree to maintain security measures to protect Confidential Data in its possession. b. The Recipient agrees to hold as confidential all Confidential Data it receives from the JBE orDiscloser. As between the Recipient and Discloser, if so directed ownership of Confidential Data shall remain with the Discloser, and Recipient shall not take any ownership interest in or right to use the Confidential Data unless expressly agreed in writing by the JBEDiscloser. The Recipient will use at least the same care and discretion to avoid unauthorized use and disclosure of the Discloser’s Confidential Data as it uses with its own similar information that it does not wish disclosed, destroy all but in no event less than a reasonable standard of care and no less than is required by law. The Recipient may only use and disclose Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.Discloser only as necessary for

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

Confidential Information. (i) During the Term and at all times thereaftercourse of EMPLOYEE’s employment by COMPANY, Contractor will: (a) hold all EMPLOYEE acknowledges that he will have access to Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use including Confidential Information in any manner entrusted to COMPANY by other Persons). At no time during or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing following EMPLOYEE’s employment hereunder shall EMPLOYEE use or permitting others to disclose any such Confidential Information or convey such Confidential Information to Persons outside of COMPANY, nor shall EMPLOYEE cause or permit any third party without obtaining Person controlled or directed by EMPLOYEE to do any of the JBEforegoing, except as may be (A) expressly authorized by COMPANY in its sole discretion, (B) required during and in the course of EMPLOYEE’s express prior written consent on employment hereunder or (C) required by a case-by-case basisjudicial order or decree or governmental law or regulation. (ii) EMPLOYEE shall take all reasonable precautions to prevent the inadvertent or accidental disclosure of Confidential Information. Contractor will disclose If EMPLOYEE acquires access to information of uncertain confidentiality, EMPLOYEE agrees to treat such information as Confidential Information only until EMPLOYEE is informed otherwise by an authorized representative of COMPANY. (iii) All Confidential Information, however and wherever produced, including Confidential Information stored in computer databases or by other electronic means, shall be and remain the sole property of COMPANY. At any time on the request of COMPANY, or without such request on termination of EMPLOYEE’s employment hereunder for whatever reason, EMPLOYEE shall deliver to COMPANY (without retaining any electronic or physical copies, extracts, or other reproductions) or destroy immediately on COMPANY's request in writing to EMPLOYEE all documents and electronic storage devices that contain Confidential Information and that are in EMPLOYEE’s possession, subject to EMPLOYEE’s control, or held by EMPLOYEE for others, including any and all records, drawings, notebooks, memoranda, and computer diskettes, whether prepared by EMPLOYEE or others. In addition, EMPLOYEE shall return to COMPANY any equipment, tools, or other devices owned by COMPANY or any of its employees Affiliates and in EMPLOYEE’s possession or contractors who need subject to know EMPLOYEE’s control. At COMPANY's request, EMPLOYEE shall promptly deliver to COMPANY a certificate satisfactory to COMPANY to the effect that information in order to perform Services hereunder and who have executed a confidentiality agreement EMPLOYEE has complied with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and mediumSection 10(b), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

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

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

Confidential Information. During A-Rocket Moving & Storage acknowledges that it and its employees or agents may, in the Term course of performing their responsibilities under this Agreement, be exposed to or acquire information that is confidential to County. Any and at all times thereafter, Contractor will: information of any form obtained by A-Rocket Moving & Storage or its employees or agents from County in the performance of this Agreement shall be deemed to be confidential information of County ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by A-Rocket Moving & Storage shall be treated with respect to confidentiality in the same manner as the Confidential Information. Confidential Information shall be deemed not to include information that (a) is or becomes (other than by disclosure by A- Rocket Moving & Storage) publicly known or is contained in a publicly available document; (b) is rightfully in A-Rocket Moving & Storage 's possession without the obligation of nondisclosure prior to the time of its disclosure under this Agreement; or (c) is independently developed by employees or agents of A-Rocket Moving & Storage who can be shown to have had no access to the Confidential Information. A- Rocket Moving & Storage agrees to hold all Confidential Information in strict trust and confidence, (b) refrain from using at least the same degree of care that A-Rocket Moving & Storage uses in maintaining the confidentiality of its own confidential information, and not to copy, reproduce, sell, assign, license, market, transfer or permitting others otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information in any manner or for any purpose not expressly permitted by this Agreementpurposes whatsoever other than the provision of Services to County hereunder, and (c) refrain from disclosing to advise each of its employees and agents of their obligations to keep Confidential Information confidential. A-Rocket Moving & Storage shall use its best efforts to assist County in identifying and preventing any unauthorized use or permitting others disclosure of any Confidential Information. Without limitation of the foregoing, A-Rocket Moving & Storage shall advise County immediately in the event A-Rocket Moving & Storage learns or has reason to disclose believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and A-Rocket Moving & Storage will at its expense cooperate with County in seeking injunctive or other equitable relief in the name of County or A- Rocket Moving & Storage against any such person. A-Rocket Moving & Storage agrees that, except as directed by County, A-Rocket Moving & Storage will not at any time during or after the term of this Agreement disclose, directly or indirectly, any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harmperson, and that upon termination of this Agreement or at County's request, A-Rocket Moving & Storage will promptly turn over to County all documents, papers, and other matter in A-Rocket Moving & Storage’s possession which embody Confidential Information. A- Rocket Moving & Storage acknowledges that a breach of this Section, including disclosure of any Confidential Information, or disclosure of other information that, at law or in equity, ought to remain confidential, will give rise to irreparable injury to County that is inadequately compensable in damages. Accordingly, County may seek and obtain injunctive relief against the breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bondforegoing undertakings, in addition to its any other legal remedies at lawthat may be available. A-Rocket Moving & Storage acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interest of County and are reasonable in scope and content. A- Rocket Moving & Storage in providing all services hereunder agrees to abide by the provisions of any applicable Federal or State Data Privacy Act.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold A. Licensee acknowledges that all Confidential Information in strict trust and confidenceis a valuable asset of Licensor, (b) refrain from using the value of which would be substantially diminished or permitting others to use Confidential Information in any manner or for any purpose destroyed by unauthorized disclosure. B. Licensee shall not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party vendors, customers, or other persons except in connection with its use of the Confidential Information as provided herein (including filings with the FDA) without obtaining the JBE’s express prior written consent of Licensor. C. Licensee shall enter into written confidentiality or nondisclosure agreements with Licensee's employees, with vendors to Licensee, and with anyone else to whom Confidential Information is disclosed. D. Licensee shall take all other actions reasonably necessary or advisable to protect and maintain Licensor's rights in all Confidential Information. These actions shall include, without limitation: 1. Establishment and maintenance of reasonable security procedures at all of Licensee's locations at which Confidential Information is kept or used; 2. Informing Licensee's employees with access to Confidential Information that Confidential Information is confidential, proprietary and secret; 3. Informing Licensee's employees on a case-by-case basisperiodic basis of the importance of maintaining the secrecy of all Confidential Information; and 4. Contractor will disclose Confidential Information only Such other actions as Licensee takes to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential materials and such actions as Licensor may reasonably request to maintain the secrecy of all Confidential Information. E. Any information, technical data or proprietary information know-how that (a) is already in Licensee's possession at the time of its disclosure to Licensee, (b) is now or becomes a part of the public domain by virtue of a similar naturepublication other than by or through the fault of Licensee or any of its agents or employees, (c) is rightfully received from a third party who has a right to disclose such information without restriction on disclosures and with no less than the greater without breach of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure this agreement or (d) is independently developed by Licensee without use of Confidential Information and will cooperate fully with the JBE shall not be deemed to protect such be Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

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

Confidential Information. 10.1 During the Term and at all times for a period of five (5) years thereafter, Contractor will: neither Party (a“Recipient”) hold all shall in any way disclose to any third party, use or permit access to any Confidential Information in strict trust (as hereafter defined) of the other Party (“Discloser”) save as specifically permitted hereunder. Recipient may use and confidence, (b) refrain from using or permitting others to use access Confidential Information of Discloser solely in any manner or for any purpose not expressly permitted by the performance of its obligations under this Agreement, and (c) refrain from disclosing only to the extent necessary for such performance. Recipient shall not disclose or permitting others permit access to disclose any Confidential Information of Discloser, except to any third party without obtaining the JBEthose of Recipient’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need representatives to know that information whom such disclosure or permission of access is required in order for Recipient to perform Services hereunder its obligations under this Agreement, provided such employees and who have executed a confidentiality agreement representatives are obligated by agreement, instruction or otherwise to comply with Contractor at least as protective as the provisions of this sectionSection 10. The provisions of this section Recipient shall survive the expiration or termination of this Agreement. Contractor will protect the and safeguard Confidential Information from unauthorized use, access, or disclosure in of Discloser with at least the same manner as Contractor degree of care with which Recipient protects its own confidential and sensitive information, but in no event with less than a reasonable degree of care. Recipient shall immediately report to Discloser any breach of; compromise to the security or confidentiality of; or unauthorised disclosure, permission of access, or use of any Confidential Information (each a “Security Incident”) of Discloser which Recipient learns or which Recipient reasonably suspects and shall promptly provide all cooperation, information, and support requested by Discloser related to such Security Incident. As used herein, the term “Confidential Information” refers to non-public information relating to Discloser’s business, products, and services, including but not limited to the nature and type of Services sold and rendered by Discloser, the terms and conditions of this Agreement and any attachments hereto, technical information, customer data (including, without limitation, customer usage, price lists, Service Fee structure/tiers, schedules, discount rates, non-public marketing materials, business plans, or any other information provided by Discloser. Confidential Information is the exclusive property of Discloser and may be used by Recipient solely in the performance of its obligations under this Agreement. Notwithstanding anything to the contrary above, other than Confidential Information that is information of or relating to a Customer (which shall in all events constitute “Confidential Information” and be subject to the protections of the same set forth in this Section 10 regardless of whether they fall within any of the following exceptions), Confidential Information does not include information that: (i) is now, or hereafter becomes, publicly known or available through lawful means; (ii) was rightfully in Recipient’s possession without any obligation of confidentiality to or for the benefit of Discloser prior to disclosure under this Agreement, as evidenced by Recipient’s records; (iii) is disclosed to Recipient without confidential or proprietary restriction by a third party who rightfully possesses and rightfully discloses the information without any obligation of a similar nature, and with no less than confidentiality to or for the greater benefit of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify Discloser; (iv) is independently developed by Recipient without the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon or any termination or expiration breach of this Agreement; or (v) is the subject of a written permission to disclose provided by Discloser. Upon termination of this Agreement or upon Discloser’s request, Contractor will Recipient shall promptly (a) return to the JBE Discloser or, if so directed elected by the JBEDiscloser, destroy all Confidential Information (including all copies thereof in every form any medium) using industry standard data destruction methods and medium)shall promptly certify in writing to Discloser that it has done so. 10.2 Recipient covenants and agrees that, in addition to the foregoing, Recipient shall not at any time during or following the Term, directly or indirectly, divulge or disclose for any purpose whatsoever any Confidential Information that has been obtained by, or disclosed to Recipient as a result of this Agreement, and Representativeupon termination of this Agreement or upon RingCentral’s written request deliver promptly to RingCentral all price lists, Service Fee schedules, discount rates, of any kind relating to RingCentral’s business which are in Master Broker’s possession or under its custody or control. 10.3 The Parties agree that monetary damages for a breach by a Party (bthe “Breaching Party”) certify of this Section may not be adequate to compensate the JBE in writing that Contractor has fully complied with other Party (the foregoing obligations“Non-Breaching Party”) for such breach. Contractor acknowledges that there can be no adequate remedy at law for any breach In the event of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any a breach or threatened breach by the Breaching Party of any of the confidentiality obligationsProvisions of this Section 10 and the subsections thereunder, the JBE Non-Breaching Party, in addition to and not in limitation of any other rights, remedies or damages available to it, shall be entitled to appropriate equitable reliefseek preliminary and permanent injunctive relief in order to prevent or restrain such breach by the Breaching Party or the Breaching Party’s employees, without agents, representatives and/or any and all persons directly or indirectly acting for or with the requirement Breaching Party. 10.4 Each Party has carefully read and considered the foregoing provisions of posting a bondthis Section, and having done so, agrees that the restrictions contained therein are fair and reasonable and reasonably required for the protection of the interests of the other Party. If, notwithstanding the foregoing, any of the provisions contained in addition this Section shall be held to its other remedies at lawbe invalid or unenforceable, the remaining provisions thereof nevertheless shall continue to be valid and enforceable as though the invalid or unenforceable provisions had not been included in this Section. 10.5 No termination or expiration of this Agreement shall release either Party from the above obligations.

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

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all 13.1 All MEMBERS receiving Confidential Information relating to the CRP Consortium from CARNEGIE MELLON shall maintain in strict trust confidence and confidence, (b) refrain from using shall not disclose to any person or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose entity any Confidential Information for a period of five (5) years from the date of such disclosure, unless such information ceases to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose be Confidential Information only prior to the end of such five-year period through no fault of MEMBER, or MEMBER and CARNEGIE MELLON enter into a written agreement authorizing same. MEMBER shall exercise all reasonable precautions to prevent the disclosure of Confidential Information, and in any event shall maintain with respect to such Confidential Information a standard of care which is no less than that standard which MEMBER maintains to prevent the disclosure of its employees or contractors who need to know own confidential information. MEMBER acknowledges that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized useis a unique and valuable asset of CARNEGIE MELLON, access, or and that disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration breach of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely Agreement would result in irreparable harminjury to CARNEGIE MELLON which could not be remedied by monetary damages. Therefore, and that upon any the Parties agree that, in the event of a breach or threatened breach of the confidentiality obligationsterms of this Agreement, the JBE CARNEGIE MELLON shall be entitled to appropriate an injunction prohibiting any such breach, or to specific performance or any other equitable relief, without the requirement of posting a bond, remedy available to CARNEGIE MELLON. Any such equitable relief shall be in addition to and not in lieu of any other appropriate relief at law to which CARNEGIE MELLON may be entitled. 13.2 All documents, materials and know-how which may be furnished to CARNEGIE MELLON by MEMBER pursuant to the work to be performed hereunder shall be, if suitably and properly marked as Confidential Information or suitably and properly so designated in tangible form, deemed MEMBER’S Confidential Information and therefore considered as Confidential Information and shall not be used by CARNEGIE MELLON other than for the work under this Agreement. CARNEGIE MELLON shall use the same degree of care as it uses in protecting and preserving its other remedies own proprietary/ confidential information of like kind to avoid disclosure or dissemination thereof. 13.3 Confidential Information which is disclosed orally or otherwise than in tangible form by MEMBER shall be considered MEMBER’S Confidential Information if (a) the information is suitably and properly so identified as Confidential Information at lawthe time of disclosure and a written summary is provided to CARNEGIE MELLON within twenty (20) days thereafter or (b) the information is suitably and properly so identified as Confidential Information in a writing provided to CARNEGIE MELLON prior to or at the time of disclosure by MEMBER. 13.4 Neither party shall be liable for the inadvertent or accidental disclosure of the other’s Confidential Information if such disclosure occurs despite the exercise of the same degree of care as such party normally takes to preserve its own such data or information, but no less than a reasonable standard of care. 13.5 No confidentiality obligation shall apply to information if the information is not or ceases to become Confidential Information as provided in this Agreement. 13.6 It is understood that if CARNEGIE MELLON submits any Confidential Information it owns to MEMBER then MEMBER will be obligated to treat and protect CARNEGIE MELLON's Confidential Information as if its own. 13.7 CARNEGIE MELLON will use a good faith effort to have each student who has access to MEMBER’S proprietary information in performance of the work execute an appropriate confidentiality agreement. 13.8 In addition to the provisions of this Section 13, specific mutual confidentiality agreements may be entered into between CARNEGIE MELLON and MEMBER.

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

Confidential Information. During (i) Prior to the Term Closing Date and at after any termination of this Agreement, Buyer and its Affiliates will hold in confidence, pursuant and subject to the terms of the Confidentiality Agreement, all times thereafterconfidential documents and information concerning the Company furnished to, Contractor will: or prepared by, Buyer or its Affiliates in connection with the transactions contemplated by this Agreement. (aii) For a period of two years following the Closing Date, Sellers agree to, and shall instruct Sellers’ agents, representatives and Affiliates to, treat and hold as confidential, and not disclose, furnish, disseminate, publish, or make available, any Confidential Information of the Company possessed by or known to Sellers, whether procured before or after the Closing Date. Either Seller may disclose any such Confidential Information to such Seller’s representatives and agents as may be reasonably necessary in order to enable such Seller to carry out the provisions of this Agreement; provided, that before any such disclosure, such Seller shall make those representatives and agents aware of such Seller’s obligations of confidentiality under this Agreement and shall be responsible for any non‑compliance by, those representatives or agents with such confidentiality obligations. (A) Notwithstanding the foregoing, Sellers shall be permitted to disclose any and all Confidential Information in strict trust (1) to prepare the Sellers’ annual and confidenceinterim financial statements, (b2) refrain from using to comply with reporting, disclosure, filing or permitting others other requirements imposed on the Sellers (including under applicable securities and Tax Laws) by a Governmental Entity having jurisdiction over the Sellers or (3) for use in any other judicial, regulatory, administrative or other Proceeding or in order to use satisfy audit, accounting, claims, regulatory, litigation or other similar legal or regulatory requirements. (B) Sellers specifically acknowledge (1) that the Confidential Information in any manner of the Company derives independent economic value from not being readily known to or for any purpose not expressly permitted ascertainable by this Agreementproper means by others who can obtain economic value from its disclosure or use, (2) that reasonable efforts have been made by the Company prior to Closing to maintain the secrecy of such information and (c3) refrain from disclosing upon Closing, such information is the sole property of the Company and Buyer. (C) In the event that Sellers or permitting others anyone to whom Sellers disclosed any Confidential Information shall be legally compelled or required by any Governmental Entity to disclose any Confidential Information of the Company, Sellers agree, except as may be prohibited by Law, to any third promptly provide written notice to Buyer to enable Buyer, at Buyer’s cost and expense, to seek a protective order, in camera process or other appropriate remedy to avoid public or third-party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions disclosure of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon In the JBEevent that such protective order or other remedy is not obtained, Sellers shall furnish only so much of such Confidential Information as it is legally compelled to disclose (upon advice of such Seller’s request legal counsel) and upon any termination or expiration shall exercise Sellers’ commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such Confidential Information. Such Confidential Information shall otherwise remain subject to the provision of this Section 6.5. Sellers shall cooperate with and assist Buyer in seeking any protective order or other relief requested pursuant to this Section ‎6.5. (iii) The parties hereto hereby agree that, notwithstanding anything to the contrary contained in the Confidentiality Agreement, Contractor will promptly (a) return to the JBE or, if so directed by Confidentiality Agreement is hereby terminated in its entirety effective immediately upon the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawClosing.

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

Confidential Information. During The Trustee acknowledges that, in the Term course of meeting its respective duties and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by obligations under this Agreement, it may obtain Proprietary Information relating to the Servicer or the Issuer. Such Proprietary Information may include, but is not limited to, non-public trade secrets, know how, invention techniques, processes, programs, schematics, source documents, data, and financial information. The Trustee shall at all times, both during the term of this Agreement and for a period of three (c3) refrain from disclosing years after its termination, keep in trust and confidence all such Proprietary Information, and shall not use such Proprietary Information other than in the course of its duties under this Agreement, nor shall the Trustee disclose any such Proprietary, Information without the written consent of the Servicer or permitting others the Issuer unless legally required to disclose such information. The Trustee further agrees to immediately return all Proprietary Information (including copies thereof) in its possession, custody, or control upon termination of this Agreement for any reason. The Trustee shall not disclose, advertise or publish the existence or the terms or conditions of this Agreement without prior written consent of the Servicer or the Issuer. Notwithstanding the foregoing, this Section 10.19 shall not prohibit disclosure of information that is required to be disclosed by the Trustee pursuant to federal or state laws or regulation. Notwithstanding any provision of this Agreement to the contrary, this Section 10.19 shall not prohibit disclosure of information that is required in a judicial, administrative or governmental proceeding to disclose any Confidential Information Proprietary Information, nor shall it prohibit disclosure of information that is required in the event of a Servicer Default. In particular the Trustee agrees that it shall not, without the prior consent of the Servicer or the Issuer, disclose the existence of this Agreement or any of the terms herein to any third party without obtaining Person other than counsel to the JBE’s express prior written consent on Trustee or an employee or director of the Trustee with a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder implement this Agreement and who have executed a only if such employee or director or counsel agrees to maintain the confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect The parties hereto agree that the Confidential Information from unauthorized use, access, or disclosure Servicer and/or the Issuer shall have the right to -95- 103 enforce these nondisclosure provisions by an action for specific performance filed in any court of competent jurisdiction in the same manner as Contractor protects its own confidential State of Kansas or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawArizona.

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

Confidential Information. During 8.1 Licensor retains all rights of ownership and copyright in the Term System and at Program and Proprietary Marks except as provided for temporary use by the Licensee under the terms of this Agreement. 8.2 As between Licensor and Licensee, the System and Program, including its design, structure, operation, programming, output, content, graphics, and all times thereafterderivative works thereof (other than the proprietary logos and graphics of Licensee), Contractor will: are the sole and exclusive property of Licensor to be licensed under the terms of this Agreement for use by Licensee. 8.3 Except for the non-exclusive, non-transferable License to use the System and operate the Program, Licensee has no, and shall not acquire any, ownership or other rights or interest in the System or Program as a result of this Agreement or any business relationship with the Licensor, unless the parties hereafter agree to the contrary. 8.4 Licensee understands and acknowledges that the System and Program contain and embody valuable trade secrets of Licensor. Licensee shall keep confidential the Program and all other information provided by Licensor to Licensee or otherwise acquired by Licensee through the operation of the Program as referred to in Section 10.1 hereof (acollectively, the "Licensor Confidential Information") hold and all copies or physical embodiments thereof in its possession, and shall limit access to the Licensor Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to those of its personnel. Licensee shall not use any part of the Licensor Confidential Information in any manner or for any purpose not other than as expressly permitted by under this Agreement, . Licensee shall secure and (c) refrain from disclosing or permitting others to disclose any protect the Licensor Confidential Information to and any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to and all copies thereof in its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor possession through security measures at least as protective as those used by Licensee to maintain the provisions security of its valuable confidential and proprietary information. Upon termination of this sectionAgreement for any reason, Licensee shall upon request return to Licensor all tangible embodiments of Licensor Confidential Information in its possession or under its control, or destroy all such tangible embodiments and certify such destruction in writing. The provisions obligations provided in this Section 8.4 shall not apply to any information which (1) is generally known to the public or in the trade or becomes so generally known without breach of this section Agreement by Licensee; (2) is shown by written record to have been known to Licensee prior to its disclosure by Licensor hereunder; (3) is disclosed to Licensee without restriction of confidentiality by a third party who is not in breach of an obligation of confidentiality to Licensor in making such disclosure; or (4) is disclosed by Licensee pursuant to judicial, administrative, or other legally binding order. The obligations of this Section 8.4 shall survive the expiration or any termination of this Agreement. Contractor . 8.5 Licensee acknowledges that any failure to comply with the requirements of this Section 8 will protect the Confidential Information from unauthorized usecause Licensor irreparable injury, accessand Licensee agrees to pay all court costs and reasonable attorney's fees incurred by Licensor in any successful action or proceeding to obtain specific performance of, or disclosure in an injunction against violation of, the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration requirements of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawSection 8.

Confidential Information. During A. Licensee will not, during the Term and at all times or thereafter, Contractor will: (a) hold all without Licensor’s prior consent, which consent may be granted or withheld in Licensor’s sole discretion, copy, duplicate, record, reproduce, in whole or in part, or otherwise transmit or make available to any “unauthorized” Person any Licensor Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use the Licensor Confidential Information in any manner or for any purpose not expressly permitted authorized by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Licensee may divulge such Licensor Confidential Information only to its such of Licensee’s employees or contractors who need agents as require access to know that information it in order to perform Services hereunder operate the Licensed Business and who have executed a the Projects and to comply with Licensee’s obligations under the Transaction Agreements, and only if such employees or agents are apprised of the confidential nature of such information before it is divulged to them and they are bound by confidentiality agreement with Contractor at least as protective as the provisions obligations substantially similar to those listed above. All other Persons, including, without limitation, any acquirer or potential acquirer of this section. The provisions of this section shall survive the expiration or termination Licensee, are “unauthorized” for purposes of this Agreement. Contractor will protect Licensee agrees that the Licensor Confidential Information from unauthorized usehas commercial value and that Licensor and its Affiliates have taken commercially reasonable measures to maintain its confidentiality, accessand, as such, the Licensor Confidential Information is proprietary and a trade secret of Licensor and its Affiliates. Licensee will be liable to Licensor for any breaches of the confidentiality obligations in this Section 14.1.A by its employees and agents. Licensee will maintain the Licensor Confidential Information in a safe and secure location and will immediately report to Licensor the theft or loss of all or any part of the Licensor Confidential Information. B. Licensor will not, during the Term or thereafter, without Licensee’s prior consent, which consent may be granted or withheld in Licensee’s sole discretion, copy, duplicate, record, reproduce, in whole or in part, or disclosure otherwise transmit or make available to any “unauthorized” Person any Licensee Confidential Information or use the Licensee Confidential Information in any manner not expressly authorized by this Agreement. Licensor may divulge such Licensee Confidential Information only to such of Licensor’s employees or agents as require access to it in order to comply with its obligations with respect to the same manner as Contractor protects its own confidential or proprietary information operation of a similar naturethe Projects and the Licensed Business and with the Transaction Agreements, and with no less than only if such employees or agents are apprised of the greater confidential nature of reasonable care such information before it is divulged to them and industry-standard carethey are bound by confidentiality obligations substantially similar to those listed above. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration All other Persons are “unauthorized” for purposes of this Agreement, Contractor will promptly (a) return to . Licensor agrees that the JBE or, if so directed by the JBE, destroy all Licensee Confidential Information (in every form has commercial value and medium)that Licensee and its Affiliates have taken commercially reasonable measures to maintain its confidentiality, and, as such, the Licensee Confidential Information is proprietary and (b) certify a trade secret of Licensee and its Affiliates. Licensor will be liable to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law Licensee for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach breaches of the confidentiality obligations, obligations in this Section 14.1.B by its employees and agents. Licensor will maintain the JBE shall be entitled Licensee Confidential Information in a safe and secure location and will immediately report to appropriate equitable relief, without Licensee the requirement theft or loss of posting a bond, in addition to its other remedies at lawall or any part of the Licensee Confidential Information.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold For a period of three (3) years following the Closing Date, each PRO Transferor and Investor shall, and shall cause their respective Affiliates and representatives to, keep confidential and not disclose to any other Person or use for the benefit of any other Person any confidential proprietary information, trade secrets (including, without limitation, the terms of all Contracts and all results of research and development) or other intellectual property in its possession or control regarding the Business (collectively, 'Confidential Information'); provided that each PRO Transferor and Investor may disclose Confidential Information as required in strict trust connection with the enforcement of such PRO Transferor's and confidenceInvestor's rights under this Agreement or any Ancillary Agreement to which it is a party, or as required to its respective financial advisors, legal counsel and other professional advisors who are advised of the confidential nature of such information and agree (or are bound under applicable cannons of ethics or similar constraints) to keep such information confidential. The obligations of each PRO Transferor and Investor under this Section 6.13 shall not apply to information which (i) is or becomes generally available to the public without breach of the commitment provided for in this Section 6.13 or (ii) is required to be disclosed by Law, Order or regulation of a court or tribunal or Governmental Authority; provided, however, that, in any such case, to the extent practicable and not prohibited by Law, any PRO Transferor or Investor subject to such requirement shall notify Platinum as early as reasonably practicable prior to disclosure to allow Platinum to take appropriate measures to preserve the confidentiality of such information. (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, Each PRO Transferor and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Investor acknowledges and agrees that the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach breach, or threatened breach, of Contractor’s obligations under any of the provisions of this sectionSection 6.13 would be inadequate and, accordingly, each PRO Transferor and Investor covenants and agrees that NorthTech shall, in addition to any such breach will likely result in irreparable harmother rights and remedies which NorthTech shall have, have the right to seek equitable relief, including injunctive relief, and that upon to seek the remedy of specific performance with respect to any breach or threatened breach of such covenant, as may be available from any court of competent jurisdiction. Such right to obtain equitable relief may be exercised, at the confidentiality obligationsoption of NorthTech, concurrently with, prior to, after, or in lieu of, the JBE shall be entitled to appropriate equitable relief, without the requirement exercise of posting any other rights or remedies that NorthTech may have as a bond, in addition to its other remedies at lawresult of any such breach or threatened breach.

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

Confidential Information. During The Trustee acknowledges that, in the Term course of meeting its respective duties and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by obligations under this Agreement, it may obtain Proprietary Information relating to the Servicer or the Issuer. Such Proprietary Information may include, but is not limited to, non-public trade secrets, know how, invention techniques, processes, programs, schematics, source documents, data, and financial information. The Trustee shall at all times, both during the term of this Agreement and for a period of three (c3) refrain from disclosing years after its termination, keep in trust and confidence all such Proprietary Information, and shall not use such Proprietary Information other than in the course of its duties under this Agreement, nor shall the Trustee disclose any such Proprietary Information without the written consent of the Servicer or permitting others the Issuer unless legally required to disclose such information. The Trustee further agrees to immediately return all Proprietary Information (including copies thereof) in its possession, custody, or control upon termination of this Agreement for any reason. The Trustee shall not disclose, advertise or publish the existence or the terms or conditions of this Agreement without prior written consent of the Servicer or the Issuer. Notwithstanding the foregoing, this Section 10.19 shall not prohibit disclosure of information that is required to be disclosed by the Trustee pursuant to federal or state laws or regulation. Notwithstanding any provision of this Agreement to the contrary, this Section 10.19 shall not prohibit disclosure of any Proprietary Information that is required to be disclosed to a judicial, administrative or governmental proceeding to disclose any Confidential Information Proprietary Information, nor shall it prohibit disclosure of information that is required in the event of a Servicer Default. In particular the Trustee agrees that it shall not, without the prior consent of the Servicer or the Issuer, disclose the existence of this Agreement or any of the terms herein to any third party without obtaining Person other than counsel to the JBE’s express prior written consent on Trustee or an employee or director of the Trustee with a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder implement this Agreement and who have executed a only if such employee or director or counsel agrees to maintain the confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect The parties hereto agree that the Confidential Information from unauthorized use, access, or disclosure Servicer and/or the Issuer shall have the right to enforce these nondisclosure provisions by an action for specific performance filed in any court of competent jurisdiction in the same manner as Contractor protects its own confidential State of Kansas or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawArizona.

Confidential Information. During (1) The Executive acknowledges and agrees that the Term Executive will not acquire any right, title or interest in or to any Confidential Information. The Executive also acknowledges that the Company has taken great precautions to maintain the confidentiality of the Confidential Information and at that but for the Executive’s employment with the Company, the Executive would not be privy to such Confidential Information. (2) At all times thereafterduring and subsequent to the termination of the Executive’s employment with the Company, Contractor will: the Executive: (a) hold all will not use, copy or reproduce any Confidential Information except as may be reasonably required for the Executive to perform the Executive’s duties for the Company and for the Company’s benefit; (b) will not directly or indirectly use, disseminate or disclose any Confidential Information for the Executive’s own benefit or the benefit of any other person or entity; and (c) will keep the Confidential Information in strict trust confidence and confidence, take all necessary precautions against unauthorized disclosure of Confidential Information. (b3) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted If the Executive is required by this Agreement, and (c) refrain from disclosing or permitting others law to disclose any Confidential Information to any third party without obtaining Information, the JBE’s express prior written consent on a case-by-case basis. Contractor Executive will disclose Confidential Information only to its employees or contractors who need to know that advise the Company promptly of such requirement and all information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar natureconcerning such requirement, and provide the Company with no less than the greater opportunity to object or intervene, prior to making any disclosure of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor Notwithstanding the foregoing, the Executive may communicate freely with Securities regulators, the Department of Justice, and other regulators without first notifying the Company, and any whistleblower award rights are hereby preserved. (4) This section will notify survive the JBE promptly upon learning termination of the Executive’s employment for any unauthorized disclosure or use reason. (5) Following termination of Confidential Information and employment for any reason, the Executive will reasonably cooperate fully with the JBE Company in connection with any litigation, regulatory inquiry, or governmental investigation in which the Executive may have relevant knowledge. The Company will reimburse the Executive’s reasonable out-of-pocket expenses incurred in such cooperation. Nothing herein limits the Executive’s right to protect such Confidential Information. Upon the JBE’s request and upon communicate with any termination governmental agency or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for receive any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawwhistleblower award.

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

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

Confidential Information. During CobbFendley acknowledges that it and its employees or agents may, in the Term course of performing their responsibilities under this Agreement, be exposed to or acquire information that is confidential to County. Any and at all times thereafter, Contractor will: information of any form obtained by CobbFendley or its employees or agents from County in the performance of this Agreement shall be deemed to be confidential information of County ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by CobbFendley shall be treated with respect to confidentiality in the same manner as the Confidential Information. Confidential Information shall be deemed not to include information that (a) is or becomes (other than by disclosure by CobbFendley) publicly known or is contained in a publicly available document; (b) is rightfully in CobbFendley's possession without the obligation of nondisclosure prior to the time of its disclosure under this Agreement; or (c) is independently developed by employees or agents of CobbFendley who can be shown to have had no access to the Confidential Information. CobbFendley agrees to hold all Confidential Information in strict trust and confidence, (b) refrain from using at least the same degree of care that CobbFendley uses in maintaining the confidentiality of its own confidential information, and not to copy, reproduce, sell, assign, license, market, transfer or permitting others otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information in any manner or for any purpose not expressly permitted by this Agreementpurposes whatsoever other than the provision of Services to County hereunder, and (c) refrain from disclosing to advise each of its employees and agents of their obligations to keep Confidential Information confidential. CobbFendley shall use its best efforts to assist County in identifying and preventing any unauthorized use or permitting others disclosure of any Confidential Information. Without limitation of the foregoing, ▇▇▇▇▇▇▇▇▇▇▇ shall advise County immediately in the event ▇▇▇▇▇▇▇▇▇▇▇ learns or has reason to disclose believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and CobbFendley will at its expense cooperate with County in seeking injunctive or other equitable relief in the name of County or CobbFendley against any such person. ▇▇▇▇▇▇▇▇▇▇▇ agrees that, except as directed by County, ▇▇▇▇▇▇▇▇▇▇▇ will not at any time during or after the term of this Agreement disclose, directly or indirectly, any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harmperson, and that upon termination of this Agreement or at County's request, CobbFendley will promptly turn over to County all documents, papers, and other matter in CobbFendley’s possession which embody Confidential Information. CobbFendley acknowledges that a breach of this Section, including disclosure of any Confidential Information, or disclosure of other information that, at law or in equity, ought to remain confidential, will give rise to irreparable injury to County that is inadequately compensable in damages. Accordingly, County may seek and obtain injunctive relief against the breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bondforegoing undertakings, in addition to its any other legal remedies at lawthat may be available. ▇▇▇▇▇▇▇▇▇▇▇ acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interest of County and are reasonable in scope and content. CobbFendley in providing all services hereunder agrees to abide by the provisions of any applicable Federal or State Data Privacy Act.

Confidential Information. During Neither Hawaiian nor America West shall disclose to the other Carrier or be required to disclose by the other Carrier any information relating to its scheduling (except as provided in Section 2 of the Agreement and Section 11 of the Terms and Conditions), pricing (except as provided in Section 3 of the Agreement), inventory control or flight profitability. Except to the extent necessary to obtain applicable regulatory approval and effect interline settlement using ATPCO’s CIPS product, neither Hawaiian nor America West shall disclose the terms of this Agreement, any information about the existence or nature of any dispute hereunder or any information with respect to the other Carrier obtained as a result of this Agreement, either during the Term or thereafter; provided, however, that such disclosure may be made if required by law or by any order of a court or administrative agency, and at all times thereafterthen, Contractor will: if possible, only upon prior written notice by the disclosing Carrier to the other Carrier. The Carriers recognize that, in the course of the performance of each of the provisions hereof, each Carrier may be given and may have access to information of the other Carrier, including proposed schedule and fare changes, sales and promotional programs, passenger and cargo loads and other operating and competitive information, including but not limited to statistical data concerning the same (a) hold all “Confidential Information”). Neither of the Carriers will use for its own business purpose any of the Confidential Information in strict trust obtained from the other Carrier, other than to carry out the obligations set forth herein. Each Carrier shall preserve, and confidenceshall ensure, (b) refrain to the extent commercially reasonable, that each of its officers, agents, consultants and employees who receive Confidential Information preserve, the confidentiality of the other Carrier’s Confidential Information and shall not disclose Confidential Information to a third party without prior written consent from using the other Carrier or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted except as contemplated by this AgreementAgreement or if required by law or by any order of a court or administrative agency, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express then, if possible, only upon prior written consent on a case-by-case basisnotice by the disclosing Carrier to the other Carrier. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section This Section 2 shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

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

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

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

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

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

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

Confidential Information. During 7.3.1. For a period of two (2) years after the Term date hereof, Shareholder will, and at will cause its Affiliates, directors, officers, employees and other representatives to, maintain in strict confidence any and all times thereafter, Contractor will: Confidential Information. It is understood that Shareholder shall not have any liability hereunder with respect to information that (a) hold all Confidential Information is in strict trust and confidenceor, through no fault of Shareholder, comes into the public domain, (b) refrain from using Shareholder is required to disclose pursuant to Law or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreementregulation, and (c) refrain from disclosing is independently developed by Shareholder, without violating the terms of this Agreement or permitting others any other Contract between Shareholder and either Company, Buyer or Parent or (d) is lawfully disclosed to disclose any Confidential Information to any Shareholder by a third party without obtaining the JBE’s express prior written consent on a case-by-case basiswho is not in breach of an obligation of confidentiality. 7.3.2. Contractor will disclose Shareholder agrees to limit its internal disclosure of Confidential Information only to those of its employees or contractors consultants who need to know that such information in order to perform Services hereunder and who have executed signed a written agreement binding them to terms and conditions substantially similar to those set forth in this Section 7.3 or who are otherwise bound by confidentiality agreement with Contractor at least as protective as obligations. 7.3.3. In the provisions event that Shareholder or any of this section. The provisions its Affiliates or its or their respective directors, officers, employees or other representatives are required by Law to disclose any of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor , Shareholder will promptly notify Buyer in writing so that Buyer may seek a protective order and/or other motion to prevent or limit the JBE promptly upon learning production or disclosure of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon If such motion has been denied, has not been promptly prosecuted or is pending and unresolved at the JBE’s request and upon any termination or expiration time disclosure of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all such Confidential Information is required by Law, then the Person required to disclose such Confidential Information may disclose only such portion of such Confidential Information which (i) based on advice of Shareholder's legal counsel is required to be disclosed (provided that the Person required to disclose such Confidential Information will use all reasonable efforts to preserve the confidentiality of the remainder of such Confidential Information) or (ii) Buyer consents in every form and medium)writing to having disclosed. Shareholder will not, and (b) certify will not permit any of its Affiliates or its or their respective directors, officers, employees and other representatives to, oppose any motion for confidentiality brought by Buyer or any Company. Shareholder will continue to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law bound by its obligations pursuant to this Section 7.3 for any breach of Contractor’s obligations under this sectionConfidential Information that is not required to be disclosed, or that any has been afforded protective treatment, pursuant to such breach will likely result in irreparable harmmotion. Notwithstanding the foregoing, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Shareholder shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition disclose Confidential Information to its other remedies at lawregulators if required by Law or regulation without prior notice, but shall notify the agency to which the Confidential Information was disclosed of the confidential nature thereof and notify Buyer as soon as practicable following the disclosure or, if possible and not in violation of any Law, prior to the disclosure.

Confidential Information. During A. Licensee will not, during the Term and at all times or thereafter, Contractor will: (a) hold all without Licensor’s prior consent, which consent may be granted or withheld in Licensor’s sole discretion, copy, duplicate, record, reproduce, in whole or in part, or otherwise transmit or make available to any “unauthorized” Person any Licensor Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use the Licensor Confidential Information in any manner or for any purpose not expressly permitted authorized by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Licensee may divulge such Licensor Confidential Information only to its such of Licensee’s employees or contractors who need agents as require access to know that information it in order to perform Services hereunder operate the MVW ▇▇▇▇-▇▇▇▇▇▇▇ Business and who have executed a the Projects and to comply with Licensee’s obligations under the Transaction Agreements, and only if such employees or agents are apprised of the confidential nature of such information before it is divulged to them and they are bound by confidentiality agreement with Contractor at least as protective as the provisions obligations substantially similar to those listed above. All other Persons, including, without limitation, any acquirer or potential acquirer of this section. The provisions of this section shall survive the expiration or termination Licensee, are “unauthorized” for purposes of this Agreement. Contractor will protect Licensee agrees that the Licensor Confidential Information from unauthorized usehas commercial value and that Licensor and its Affiliates have taken commercially reasonable measures to maintain its confidentiality, accessand, as such, the Licensor Confidential Information is proprietary and a trade secret of Licensor and its Affiliates. Licensee will be liable to Licensor for any breaches of the confidentiality obligations in this Section 14.1.A by its employees and agents. Licensee will maintain the Licensor Confidential Information in a safe and secure location and will immediately report to Licensor the theft or loss of all or any part of the Licensor Confidential Information. B. Licensor will not, during the Term or thereafter, without Licensee’s prior consent, which consent may be granted or withheld in Licensee’s sole discretion, copy, duplicate, record, reproduce, in whole or in part, or disclosure otherwise transmit or make available to any “unauthorized” Person any Licensee Confidential Information or use the Licensee Confidential Information in any manner not expressly authorized by this Agreement. Licensor may divulge such Licensee Confidential Information only to such of Licensor’s employees or agents as require access to it in order to comply with its obligations with respect to the same manner as Contractor protects its own confidential or proprietary information operation of a similar naturethe Projects and the MVW ▇▇▇▇-▇▇▇▇▇▇▇ Business and with the Transaction Agreements, and with no less than only if such employees or agents are apprised of the greater confidential nature of reasonable care such information before it is divulged to them and industry-standard carethey are bound by confidentiality obligations substantially similar to those listed above. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration All other Persons are “unauthorized” for purposes of this Agreement, Contractor will promptly (a) return to . Licensor agrees that the JBE or, if so directed by the JBE, destroy all Licensee Confidential Information (in every form has commercial value and medium)that Licensee and its Affiliates have taken commercially reasonable measures to maintain its confidentiality, and, as such, the Licensee Confidential Information is proprietary and (b) certify a trade secret of Licensee and its Affiliates. Licensor will be liable to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law Licensee for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach breaches of the confidentiality obligations, obligations in this Section 14.1.B by its employees and agents. Licensor will maintain the JBE shall be entitled Licensee Confidential Information in a safe and secure location and will immediately report to appropriate equitable relief, without Licensee the requirement theft or loss of posting a bond, in addition to its other remedies at lawall or any part of the Licensee Confidential Information.

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

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold For a period of three (3) years following the Closing Date, each Seller shall, and shall cause its Affiliates and representatives to, keep confidential and not disclose to any other Person or use for the benefit of any other Person any confidential proprietary information, trade secrets (including, without limitation, the terms of all Contracts and all results of research and development) or other intellectual property in its possession or control regarding the Business (collectively, “Confidential Information”); provided that each Seller may disclose Confidential Information as required in strict trust connection with the enforcement of such Seller’s rights under this Agreement or any Ancillary Agreement to which it is a party, or as required to its financial advisors, legal counsel and confidenceother professional advisors who are advised of the confidential nature of such information and agree (or are bound under applicable cannons of ethics or similar constraints) to keep such information confidential. The obligations of each Seller under this Section 5.12 shall not apply to information which (i) is or becomes generally available to the public without breach of the commitment provided for in this Section 5.12 or (ii) is required to be disclosed by Law, Order or regulation of a court or tribunal or Governmental Authority; provided, however, that, in any such case, to the extent practicable and not prohibited by Law, any Seller subject to such requirement shall notify the Companies as early as reasonably practicable prior to disclosure to allow the Companies to take appropriate measures to preserve the confidentiality of such information. (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, Each Seller acknowledges and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining agrees that the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach breach, or threatened breach, of Contractor’s obligations under any of the provisions of this sectionSection 5.12 would be inadequate and, accordingly, each Seller covenants and agrees that Buyers and/or Navarre shall, in addition to any such breach will likely result in irreparable harmother rights and remedies which Buyers and/or Navarre shall have, have the right to seek equitable relief, including injunctive relief, and that upon to seek the remedy of specific performance with respect to any breach or threatened breach of such covenant, as may be available from any court of competent jurisdiction. Such right to obtain equitable relief may be exercised, at the confidentiality obligationsoption of Buyers and/or Navarre, concurrently with, prior to, after, or in lieu of, the JBE shall be entitled to appropriate equitable relief, without the requirement exercise of posting any other rights or remedies that Buyers and/or Navarre may have as a bond, in addition to its other remedies at lawresult of any such breach or threatened breach.

Confidential Information. During (i) From and after the Term and at all times thereafterFirst Closing, Contractor will: (a) hold all Confidential Information regarding the Company and the Project, other than Confidential Information concerning the Second Closing Assets, shall cease to be subject to the Confidentiality Agreement. As of the Second Closing (or earlier termination of the obligation to consummate the Second Closing), the Confidentiality Agreement is hereby terminated. (ii) From and after the First Closing, except as permitted by Section 14.3(b)(iv), PHH Parent and ▇▇▇▇▇▇ shall, and shall cause their respective Affiliates to, keep confidential all Confidential Information relating to the Company and the Project and the Transaction Documents and shall not disclose to any Person or use any such Confidential Information (other than the use and disclosure of Confidential Information with respect to the Second Closing Assets, subject to the other provisions of this Section 14.3(b)); provided, that the foregoing obligation of confidentiality shall not apply to any such Confidential Information that FFI or any of its Affiliates discloses to the general public. (iii) From and after the Second Closing, except as permitted by Section 14.3(b)(iv), PHH Parent and ▇▇▇▇▇▇ shall, and shall cause their respective Affiliates to, keep confidential all Confidential Information relating to the Second Closing Assets and the Nel Assignment and Assumption Agreements and shall not disclose to any Person or use any such Confidential Information; provided, that the foregoing obligation of confidentiality shall not apply to any such Confidential Information that FFI or any of its Affiliates discloses to the general public. (iv) Notwithstanding the provisions of Section 14.3(b)(ii) and Section 14.3(b)(iii), ▇▇▇▇▇▇ and its Affiliates shall be entitled (A) to disclose the Confidential Information described therein to the extent required by applicable Law in strict trust the reasonable judgment of ▇▇▇▇▇▇’s outside counsel (a “Required Disclosure”) or to the extent required to comply with any accounting, stock exchange, or securities Law requirements and confidence, (bB) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any such Confidential Information to the extent necessary to enforce its rights hereunder or under any third party without obtaining of the JBE’s express prior written consent other Transaction Documents; provided, however, that, with respect to a Required Disclosure, ▇▇▇▇▇▇ or its applicable Affiliate shall, to the extent legally permissible, provide FFI with prompt notice of such Required Disclosure so that FFI or the Company may seek a protective order or other appropriate remedy (or waive the requirement therefor), consult with FFI on a case-by-case basis. Contractor will disclose Confidential Information only the advisability of taking steps to its employees resist or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar naturenarrow such disclosure, and cooperate with no less than FFI and the greater of reasonable care and industry-standard care. The JBE owns all rightCompany, title and interest at FFI’s expense, in the any attempt to obtain a protective order or other appropriate remedy or assurance that confidential treatment will be accorded to such Confidential Information. Contractor In the event such protective order or other remedy is not obtained or FFI waives compliance with the provisions relating to Required Disclosures, each of PHH Parent and ▇▇▇▇▇▇ agrees to furnish only that portion of such Confidential Information that, in the advice of such Party’s counsel, such Party is legally required to disclose and to exercise reasonable efforts to obtain assurance that confidential treatment will notify the JBE promptly upon learning of any unauthorized disclosure or be accorded to such Confidential Information. (v) The restrictions on use of Confidential Information and will cooperate fully with set forth in this Section 14.3(b) shall cease to apply upon the JBE consummation of a Buyback Closing pursuant to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawSection 8.6.

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

Confidential Information. During (1) Contractor agrees to hold Confidential Information in confidence, using at least the Term and at all times thereaftersame degree of care that Contractor uses in maintaining the confidentiality of its own Confidential Information. (2) Contractor agrees that, except for purposes directly connected to this Contract, Contractor will: shall not at any time during or after the term of this Contract disturb, read, copy, reproduce, sell, assign, license, market, transfer, any Confidential Information or use Confidential Information for any purpose except in accordance with this Contract. (a3) hold Contractor shall not permit the breach of the confidentiality of this Confidential Information by any employee, agent or subcontractor, including subcontractor’s employees and agents. Contractor shall advise each of its employees, agents, and subcontractors of their obligations to keep Confidential Information confidential. (4) Contractor shall use commercially reasonable efforts to assist DHS in identifying and preventing any unauthorized access to or use or disclosure of any Confidential Information. (5) Contractor shall implement security measures that reasonably and appropriately provide administrative, physical and technical safeguards that protect the confidentiality, integrity and availability of the Confidential Information to which it has access. Contractor’s security measures must be documented in writing and be available for review by DHS upon request by DHS. DHS review of the reasonableness of security measures will take into account Contractor’s physical, administrative, and technical capabilities related to security measures and the potential risk of unauthorized use or disclosure of Confidential Information by Contractor, its officers, employees, agents or subcontractors. (6) Without limiting the generality of the foregoing, Contractor shall advise DHS immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract and Contractor will at its expense cooperate with DHS in seeking injunctive or other equitable relief in the name of DHS or Contractor against any such person. (7) Upon termination of this Contract or at DHS request, Contractor will turn over to DHS any and all Confidential Information in strict trust and confidence, Contractor’s possession. (b) refrain from using or permitting others to use Confidential Information in 8) Contractor acknowledges that any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination by Contractor or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations employees or agents may be cause for the immediate removal of such person from performing work under this section, that any such breach will likely Contract. Such disclosure or removal may result in irreparable harm, Contract termination and that upon any breach may result in criminal or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawcivil prosecution.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all In the course of performing Services pursuant to this Agreement, Fusion (including its employees, subcontractors, and agents) may come into contact with, or acquire knowledge about, Panther’s or its customers’ or affiliates’ technical or business information including information or data pertaining to specifications, drawings, sketches, models, samples, computer programs, business plans, and Panther’s customers, which information may be in written or oral form (“Confidential Information”). Such Confidential Information is, and shall remain, the exclusive property of Panther. Fusion shall treat and maintain all such Confidential Information as confidential, whether or not it has been physically marked as confidential. The Confidential Information may be used by Fusion only as required to perform the Services and may only be disclosed to those employees, subcontractors, and agents of Fusion who have a need to know in strict trust order to perform Services pursuant to this Agreement and confidencewho are under a written contractual obligation to protect Confidential Information; the Confidential Information may not be released to any other person, entity, or the public without the written consent of Panther. Fusion shall immediately notify Panther of any unauthorized use or disclosure of the Confidential Information. (b) refrain The foregoing obligations shall not apply to any information lawfully in Fusion’s possession prior to its acquisition from using Panther; received in good faith from a third party not subject to any confidentiality obligation to Panther; or permitting others to use Confidential Information in any manner now is or for any purpose not expressly permitted later becomes publicly known through no breach of a confidentiality obligation by this Agreement, and Fusion. (c) refrain from disclosing or permitting others If Fusion receives a request to disclose any Confidential Information (whether pursuant to a valid and effective subpoena, an order issued by a court or other governmental authority of competent jurisdiction or otherwise) on advice of legal counsel that disclosure is required under applicable law, Fusion will, before disclosing any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will , (i) notify Panther of the JBE promptly upon learning existence and terms of such request or advice and (ii) cooperate with Panther in taking legally available steps to resist or narrow any unauthorized disclosure such request or use of Confidential Information and will cooperate fully with to otherwise eliminate the JBE to protect need for such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE ordisclosure, if requested to do so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawPanther.

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

Confidential Information. During A. Each party shall protect and preserve the Term confidential and at all times thereafter, Contractor will: (a) hold proprietary nature of all Confidential Information in strict trust belonging to the other party and confidence, (b) refrain from using or permitting others to shall use such Confidential Information in any manner or only for any purpose not expressly permitted by purposes authorized under this Agreement. Without the prior written consent of the other party, and (c) refrain from disclosing neither party shall disclose, give, sell or permitting others to disclose otherwise transfer or make available, directly or indirectly, any Confidential Information belonging to the other party to any third party without obtaining the JBE’s express prior written consent on a case-by-case basisfor any purpose. Contractor will disclose Confidential Information Each party shall ensure that only to its employees employees, authorized agents, or contractors subcontractors who need to know that information Confidential Information belonging to the other party in order to perform Services its obligations hereunder will receive such Confidential Information and who have executed a confidentiality agreement with Contractor at least as protective as that such persons agree to be bound in effect by, and do comply in effect with, the applicable provisions of this section. The provisions Article VIII. B. With respect to the Confidential Information belonging to Citi, Provider shall not accumulate in any way or make use of this section such Confidential Information for any purpose, including the marketing of any Program, other than as authorized by written agreement with Citi, and shall survive the expiration not add to, modify, append, or termination of alter in any way Confidential Information regarding Cardmembers that is provided by Citi pursuant to this Agreement. Contractor will protect Citi hereby authorizes Provider to perform a telematch review of all Cardmember telephone numbers furnished to Provider by Citi to ensure that each such telephone number is the most up-to-date one for the related Cardmember and directs Provider to append to the Confidential Information any updated telephone numbers it discovers. C. These confidentiality obligations shall not apply to Confidential Information that: (i) a party specifically and in writing authorizes the other party to disclose; (ii) a party received from unauthorized use, access, a third party that had the right to make such disclosure without violation of any confidentiality obligation; provided the receiving party first demonstrates in writing to the other party's satisfaction such asserted right; (iii) is or disclosure in becomes part of the same manner as Contractor protects its own confidential or proprietary information public domain through no action of a similar naturethe party bound to keep it confidential, and with no less than such party first demonstrates in writing to the greater other party's satisfaction such asserted status of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify ; (iv) is required under applicable law, regulation or pronouncement or directive of a government agency with appropriate jurisdiction; or (v) consists of a Cardmember name, address, Social Security Number and/or authorization that may be needed by a Credit Reporting Agency in order to permit Provider to obtain a credit report for use in fulfillment of the JBE promptly upon learning of any unauthorized disclosure or use of Program. D. In addition to the exceptions set out in Paragraph VIII.C. above, these confidentiality obligations shall not apply to Confidential Information a party is ordered or requested to disclose by a court or agency with appropriate jurisdiction. In the event either party receives a subpoena, court order or other similar process purporting to require such party to disclose, or a request by a court or agency with appropriate jurisdiction for, Confidential Information belonging to the other party, then the party receiving the subpoena, court order, other similar process or request, shall provide the other party with written notice and will documentation thereof as soon as practicable, and shall cooperate fully with such other party in the JBE event that such other party determines to protect seek a protective order or other remedy with regard to such disclosure. E. Each party will not, without the prior written consent of the other party, transmit directly or indirectly the Confidential Information belonging to the other, or any portion thereof, to any country outside the United States. Citi hereby consents to Provider's transmittal to a telemarketing company located in Canada, which has been approved by Citi as Provider's subcontractor, the relevant Confidential Information needed by such telemarketing company to perform Services hereunder. F. Each party agrees that, unless prior written authorization is obtained from the disclosing party and from the United States Department of Commerce or other relevant agency of the United States Government, it will not knowingly export, directly or indirectly, the Confidential Information belonging to the other, or the direct product of such Confidential Information. Upon , to: (i) any country in Country Group S or Z of the JBE’s request Export Administration Regulations of the Department of Commerce (currently Libya, Cuba and upon North Korea); (ii) any termination non-civil (i.e., military) end-users of for any non-civil (i.e., military) end-uses in any country in Country Group Q, W or expiration Y of this Agreementthe Export Administration regulations (currently Albania, Contractor will promptly Bulgaria, Cambodia, Estonia, Laos, Latvia, Lithuania, Mongol▇▇▇ ▇▇▇▇▇▇▇' ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇as formerly known as the Union of Soviet Socialist Republics, Vietnam) or the Peoples' republic of China; (aiii) return any country subject to the JBE or, if so directed sanctions administered by the JBEOffice of Foreign Assets Control (currently Cuba, destroy all Confidential Information Iraq, Libya, North Korea, Serbia and Montenegro); or (in every form and mediumiv), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

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

Confidential Information. During a. From time to time under this Agreement, Active Intelligence may exchange and deliver its Confidential Information to Customer, or Customer may otherwise become aware of Active Intelligence’s Confidential Information, and Active Intelligence desires to preserve the Term and at all times thereafter, Contractor will: (a) hold confidentiality and/or proprietary status of such Confidential Information. Customer agrees that all Confidential Information will be: (i) used by Customer solely for the purpose of discussing and performing the Executed Order Confirmation or other terms of this Agreement with Active Intelligence and for no other purpose; (ii) kept strictly confidential with the same care Customer uses for its own Confidential Information, which, in strict trust no event will be less than a reasonable standard of care; and confidence(iii) provided by Customer only to its Representatives who, (b) refrain from using or permitting others to use in the reasonable opinion of Customer, require such Confidential Information in to discuss the Order Confirmation with Active Intelligence. If a disclosure of Confidential Information is made to a Customer’s Representative per above, Customer agrees to inform such Representative of the confidential nature of such Confidential Information and agrees to take all reasonably necessary steps to ensure that the confidentiality terms of this Agreement are not violated by them. Customer further accepts responsibility for any manner breach of this provision of this Agreement by any of its Representatives. Customer will restrict the dissemination of Confidential Information to as small a working group as practicable. All Confidential Information is and will remain the property of Active Intelligence and will not be used by Customer or its Representatives for any purpose not expressly other than as permitted by under this Agreement. Customer acknowledges and agrees that neither Active Intelligence nor any of its Affiliates grants any license or other property right or interest in, and (c) refrain from disclosing by implication or permitting others otherwise, any copyright, patent, trademark, mask work, database or other intellectual or intangible property or proprietary information disclosed, embodied, fixed, comprised or contained in any Confidential Information. b. In the event that Customer or any of its Representatives is requested or required to disclose any Confidential Information pursuant to any third party without obtaining a judicial, regulatory, administrative civil investigative demand or other governmental or judicial body, to the JBE’s express prior extent permitted by law, Customer will provide Active Intelligence with prompt written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees notice thereof so that Active Intelligence may seek an appropriate protective order or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect other remedy protecting the Confidential Information from unauthorized usedisclosure (and Customer and its Representatives will cooperate with Active Intelligence in obtaining such protective order or other remedy). c. Customer agrees that commencing as of the Effective Date and for a period of thirty-six (36) months thereafter Customer will not, access, directly or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar natureindirectly, and with no less than the greater will cause its Affiliates to not, directly or indirectly: (i) solicit or attempt to solicit any business from any of reasonable care and industry-standard care. The JBE owns all rightActive Intelligence’s customers, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of prospects or vendors; (ii) recruit, solicit or hire any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this AgreementActive Intelligence employee, Contractor will promptly provided that (a) return compliance with Section 15(c)(i) will not prohibit Customer’s right to continue an existing relationship with Active Intelligence’s customers, prospects or vendors so long as Customer does not use or refer to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium)connection with, or in furtherance of, the continuation of such relationship and (b) certify compliance with Section 15(c)(ii) will not prohibit a general solicitation to the JBE public or general advertising or similar methods of solicitation by Customer. d. At any time upon Active Intelligence’s request, Customer and its Representatives, will promptly, either, return, destroy or erase all Confidential Information and all embodiments thereof (including notes and abstracts) in writing that Contractor has fully complied its and its Representatives’ possession or control and certify in writing, by an authorized Person with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionpersonal knowledge, that any all such breach Confidential Information has been returned, destroyed or erased. Notwithstanding the return, erasure or destruction of the Confidential Information, Customer and its Representatives will likely result in irreparable harm, and continue to be bound by all confidentiality obligations hereunder with respect to all such Confidential Information. e. Customer agrees that upon any breach or threatened money damages will not be a sufficient remedy for a breach of the confidentiality obligations, the JBE shall provisions of this Agreement and that Active Intelligence will be entitled to appropriate seek specific performance and injunctive or other equitable relief, relief without the requirement posting of posting a bondbond or other security as a remedy for any such breach or threatened breach, in addition to its all other remedies available at lawlaw or in equity. No failure or delay by Active Intelligence in exercising any right, hereunder will operate as a waiver hereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

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

Confidential Information. During GSP, PEI, and ▇▇▇▇ shall hold and keep confidential for the Term benefit of PEI all secret or confidential information, files, documents other media in which confidential information is contained, knowledge or data (collectively the “Confidential Information”) relating to PEI or any of its affiliated companies, and at all times thereaftertheir respective businesses, Contractor will: (a) hold all which shall have been obtained by GSP and/or ▇▇▇▇ during GSP’s engagement by PEI or any of its affiliated companies. Confidential Information does not include information that is already public knowledge at the time of disclosure (other than by acts by GSP or its representatives in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by violation of this Agreement) or that is provided to GSP by a third party without an obligation with PEI to maintain the confidentiality of such information. After termination of GSP’s engagement with PEI, and (c) refrain from disclosing neither GSP nor ▇▇▇▇ shall, without the prior written consent of PEI, or permitting others to disclose as may otherwise be required by law or legal process, communicate or divulge any Confidential Information to any third party without obtaining anyone other than PEI and those designated by it. GSP and ▇▇▇▇ shall acknowledge that all confidential documents are and shall remain the JBE’s express prior written consent on a case-by-case basissole and exclusive property of PEI regardless of who originally acquired the confidential documents. Contractor will disclose Confidential Information only GSP and ▇▇▇▇ agree to its employees or contractors who need return to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive PEI promptly upon the expiration or termination of this AgreementGSP’s engagement or at any other time when requested by PEI, any and all property of PEI, including, but not limited to, all confidential documents and copies thereof in his possession or control. Contractor will Any loss resulting from a breach of the foregoing obligations by GSP and ▇▇▇▇ to protect the Confidential Information from unauthorized usecould not be reasonably or adequately compensated in damages in an action at law. Therefore, accessin addition to other remedies provided by law or this Agreement, or disclosure PEI shall have the right to obtain injunctive relief, in the same manner as Contractor protects its own confidential or proprietary information appropriate court, at any time, against the dissemination by GSP and/or ▇▇▇▇ of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information, or the use of such information by GSP and/or ▇▇▇▇ in violation hereof. 4.2.1 Restriction on Use of Confidential/Trade Secret Information. Contractor GSP and ▇▇▇▇ agree that their use of confidential/trade secret information is subject to the following restrictions for an indefinite period of time so long as the confidential/trade secret information has not become generally known to the public: (a) Non-Disclosure. GSP and ▇▇▇▇ agree that they will notify not publish or disclose, or allow to be published or disclosed, confidential/trade secret information to any person without the JBE promptly upon learning prior written authorization of PEI unless pursuant to GSP’s job duties to PEI under this Agreement. (b) Non-Removal/Surrender. GSP and ▇▇▇▇ agree that they will not remove any confidential/trade secret information from the offices of PEI or the premises of any unauthorized disclosure facility in which PEI is performing services, except pursuant to its duties under this Agreement. GSP and ▇▇▇▇ further agree that they shall surrender to PEI all documents and materials in its possession or use control which contain confidential/trade secret information and which are the property of Confidential Information and will cooperate fully with PEI upon the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for it shall not thereafter retain any breach copies of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawmaterials.

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

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information The Questionnaire, the related algorithms, programs, techniques, methods and processes used to determine the GSUSA Parity Certification Level, the other Certification Intellectual Property and other non-public information received by Participant (or by any U.S. Subsidiary (if any) of Participant) from or on behalf of WiG or GSUSA or any of their respective affiliates, including in strict trust and confidence, reports or in other communications (b) refrain from using or permitting others to use Confidential Information in any manner format, including oral or written) in connection with the GSUSA Certification process (all of the foregoing cROOHFWCoLnfYidHenOtia\l I nf orm³ation´ is confidential and proprietary to WiG or GSUSA, as the case may be, and is for any purpose not expressly permitted internal use only by Participant for purposes only of providing information to WiG to seek a GSUSA Certification as provided in this Agreement, and except as otherwise expressly specified herein. Except as expressly permitted under this Agreement, neither Participant nor any of its U.S. Subsidiaries (cif any) refrain from disclosing shall at any time disclose, distribute or permitting others use Confidential Information, in whole or in part, for any purpose (i) other than as expressly authorized under this Agreement with respect to disclose any providing information to WiG to seek a GSUSA Certification or (ii) with the prior written approval of WiG or GSUSA, as applicable, depending on whose Confidential Information it was. Participant shall use its reasonable efforts to any third party without obtaining minimize the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions risk of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of the Confidential Information and will cooperate fully with the JBE shall use all reasonable measures to protect such the confidentiality of the Confidential Information, which shall in no event be less than the standard of care it applies to its own confidential information. Upon the JBE’s request and upon any termination or expiration Participant shall provide a copy of this Section 8 to (x) any of its U.S. Subsidiaries (if any) and (y) its and their directors, officers, employees, representatives, agents, consultants or advisers who are given access to Confidential Information that this is confidential information of WiG and GSUSA and that WiG and GSUSA are entitled to confidentiality and use protections, and Participant shall require all such persons referred to in clause (x) or (y) to be bound by obligations of confidentiality and use with respect to Confidential Information at least as stringent as those contained in this Section 8. (b) Confidential Information shall not include: (i) information that is generally publicly available other than as a result of a breach of this Agreement by Participant or a breach by any of the persons referred to in the last sentence of Section 8(a) of this Agreement of its obligation referred to in that sentence; (ii) information that is disclosed to Participant (or any of its U.S. Subsidiaries if any) outside this Agreement (A) by a person that is neither WiG, GSUSA nor any of their respective affiliates and is not disclosing such information on their behalf, (B) without any obligation by Participant (or any of its U.S. Subsidiaries if any) to keep such disclosed information confidential and (C) without any breach of any obligations by any such person to WiG, GSUSA or any of their respective affiliates; and (iii) information that has been or is independently developed by Participant (or any of its U.S. Subsidiaries if any) without reference to or use of any Confidential Information either (x) obtained from WiG, GSUSA or any of their respective affiliates or (y) otherwise obtained by or on behalf of Participant (or any of its U.S. Subsidiaries if any) under this Agreement, Contractor will promptly . (ac) return to the JBE or, if so directed by the JBE, destroy all Nothing in this Section 8 shall prohibit disclosure of Confidential Information (i) upon the request or demand of any regulatory agency or authority having jurisdiction over Participant or any of its affiliates or any of its or their respective directors, officers, employees, agents, advisers, representatives or consultants; (ii) upon the order of any competent court or administrative agency; or (iii) as may otherwise be required by law or legal process; provided that, to the extent practicable, in every form any of the foregoing cases under clause (i), (ii) or (iii), Participant shall promptly give notice of such situation to WiG and medium)GSUSA and shall use reasonable efforts (1) to give WiG and GSUSA advance notice of such disclosure, (2) to reasonably cooperate with WiG and GSUSA in their efforts to resist such disclosure, and (b3) certify to reasonably cooperate with WiG and GSUSA to seek confidential treatment for any such disclosed Confidential Information. (d) Participant acknowledges and agrees that use of the Confidential Information other than as authorized under this Agreement is strictly prohibited without the express prior written consent of WiG or GSUSA, as applicable, depending on whose Confidential Information it was. Participant shall not (and shall ensure that its U.S. Subsidiaries (if any) shall not) attempt to modify, reverse engineer or decompile the databases, computer programs, algorithms, techniques, processes, methods or other related know-how or technology underlying, included in or related to the JBE in writing that Contractor has fully complied with Questionnaire or the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for GSUSA Parity Certification Levels or any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach other Certification Intellectual Property or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawConfidential Information.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive beyond the expiration or termination of this AgreementMSA. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns During the Term and at all righttimes thereafter, title and interest Contractor will refrain from using or permitting others to use Confidential Information in the Confidential Informationany manner or for any purpose not expressly permitted by this MSA or any resulting Participation Agreement(s). Contractor will notify the JBE promptly upon learning of not remove any unauthorized disclosure or use of Confidential Information and will cooperate fully with from the JBE to protect such Confidential InformationParticipating Agency’s facilities or premises without the Participating Agency’s express prior written consent. Upon the JBEParticipating Agency’s request and upon any termination or expiration of this the Participation Agreement, Contractor will promptly (a) return to the JBE Participating Agency or, if so directed by the JBEParticipating Agency, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Participating Agency in writing that Contractor has fully complied with the foregoing obligations. Permissible Disclosures. Contractor acknowledges that there can be no adequate remedy at law for any breach of may disclose Participating Agency’s Confidential Information on a “need to know” basis to Contractor’s obligations under employees and Subcontractors and any representatives of the Participating Agency that are working on the project, provided that they protect the Participating Agency’s confidential information to the same extent as this section. Additionally, that Contractor may disclose the Confidential Information, to the extent necessary to (i) comply with any such breach will likely result in irreparable harmapplicable law, and that upon rule, regulation, or ruling; (ii) respond to any breach enforceable summons or threatened breach of subpoena; or (iii) enforce its rights under the confidentiality obligationsParticipation Agreement, provided advance Notice has been delivered to the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawParticipating Agency.