Common use of Confidential Information Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) The Company (prior to the Closing) and the Sellers hereby agree that during the Interim Period and, in the event this Agreement is terminated in accordance with Article IX, for a period of two (2) years after such termination, they shall, and shall cause their respective Representatives to: (i) treat and hold all Confidential Information in strict trust confidence any Purchaser Confidential Information, and confidence, (b) refrain from using or permitting others to will not use Confidential Information in any manner or it for any purpose not expressly permitted (except in connection with the consummation of the transactions contemplated by this AgreementAgreement or the Ancillary Documents, and (c) refrain from disclosing performing their obligations hereunder or permitting others to disclose any Confidential Information thereunder, enforcing their rights hereunder or thereunder, or in furtherance of their authorized duties on behalf of the Purchaser or its Subsidiaries), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Purchaser Confidential Information without obtaining the JBEPurchaser’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 consent; 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 (ii) in the same manner as Contractor protects its own confidential event that the Company (prior to the Closing), any Seller or proprietary information any 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 respective Representatives becomes legally compelled to disclose any Purchaser Confidential Information. Contractor will notify , (A) provide the JBE promptly upon learning Purchaser with prompt written notice of any unauthorized disclosure such requirement so that the Purchaser or use of Confidential Information and will cooperate fully an Affiliate thereof may seek a protective order or other remedy or waive compliance 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 6.13(a), and (bB) certify in the event that such protective order or other remedy is not obtained, or the Purchaser waives compliance with this Section 6.13(a), furnish only that portion of such Purchaser Confidential Information which is legally required to be provided as advised in writing by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Purchaser Confidential Information. In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, the Company and the Sellers shall, and shall cause their respective Representatives to, promptly deliver to the JBE Purchaser any and all copies (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 whatever form or medium) of Contractor’s obligations under this sectionPurchaser Confidential Information and destroy all notes, that any such breach will likely result in irreparable harmmemoranda, summaries, analyses, compilations and that upon any breach other writings related thereto 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 lawbased thereon.

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

Confidential Information. During 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 the Term and at all times thereafter, Contractor will: (a) The Company (prior to the Closing) and the Sellers hereby agree that during the Interim Period and, in the event this Agreement is terminated in accordance with Article IX, for a period of two (2) years after such termination, they shall, and shall cause their respective Representatives to: (i) treat and hold all Confidential Information in strict trust confidence any Purchaser Confidential Information, and confidence, (b) refrain from using or permitting others to will not use Confidential Information in any manner or it for any purpose not expressly permitted (except in connection with the consummation of the transactions contemplated by this AgreementAgreement or the Ancillary Documents, and (c) refrain from disclosing performing their obligations hereunder or permitting others to disclose any Confidential Information thereunder, enforcing their rights hereunder or thereunder, or in furtherance of their authorized duties on behalf of the Purchaser or its Subsidiaries), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Purchaser Confidential Information without obtaining the JBEPurchaser’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 consent; 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 (ii) in the same manner as Contractor protects its own confidential event that the Company (prior to the Closing), any Seller or proprietary information any 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 respective Representatives becomes legally compelled to disclose any Purchaser Confidential Information. Contractor will notify , (A) provide the JBE promptly upon learning Purchaser with prompt written notice of any unauthorized disclosure such requirement so that the Purchaser or use of Confidential Information and will cooperate fully an Affiliate thereof may seek a protective order or other remedy or waive compliance 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 6.10(a), and (bB) certify in the event that such protective order or other remedy is not obtained, or the Purchaser waives compliance with this Section 6.10(a), furnish only that portion of such Purchaser Confidential Information which is legally required to be provided as advised in writing by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Purchaser Confidential Information. In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, the Company and the Sellers shall, and shall cause their respective Representatives to, promptly deliver to the JBE Purchaser any and all copies (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 whatever form or medium) of Contractor’s obligations under this sectionPurchaser Confidential Information and destroy all notes, that any such breach will likely result in irreparable harmmemoranda, summaries, analyses, compilations and that upon any breach other writings related thereto 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 lawbased thereon.

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

Confidential Information. During 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 Each Party (the “Recipient”) understands that the other Party (the “Discloser”) may during the Agreement Term and at all times thereafter, Contractor will: in connection with the Services disclose non-public information relating to the Discloser’s business that is designated as confidential or reasonably should be understood to be confidential and/or proprietary given the nature of the information and circumstances of disclosure (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 sectionInformation”). 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 Recipient agrees (i) to take 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 precautions to protect such Confidential Information; and (ii) not to use or divulge to any third person any such Confidential Information except as set forth herein and only to those of its employees and contractors who need access for purposes consistent with this Agreement and who are bound to confidentiality terms with Recipient containing protections no less stringent than those herein. Upon The Discloser agrees that the JBE’s request and upon any termination or expiration of this Agreement, Contractor foregoing will promptly not apply with respect to Confidential Information that the Recipient can document (a) return is or becomes generally available to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and public; (b) certify was in its possession or known by it prior to receipt from the Discloser; (c) was rightfully disclosed to it by a third party; or (d) was independently developed without use of any Confidential Information of the Discloser. If the Recipient is required by law or court order to disclose Confidential Information, it will give prior written notice to the JBE in writing that Contractor has fully complied with Discloser (to the foregoing obligationsextent legally permitted) and reasonable assistance at the Discloser’s cost to contest the disclosure. Contractor Recipient 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 the breach or threatened breach of the confidentiality obligations, the JBE shall be entitled this Agreement may result in irreparable injury to appropriate equitable relief, without the requirement of posting a bondDiscloser and that, in addition to its other remedies at lawremedies, the Discloser shall be entitled to seek such temporary and permanent injunctive relief it deems necessary to restrain any threatened or continued breach of this Agreement.

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

Confidential Information. During 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 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 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 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 JBE’s express prior written consent on a case-by-case basis. Contractor will CVP-2 Service Provider may disclose Confidential Information only to its (i) regular employees or and individuals retained as independent contractors who need subject to know that information in order confidentiality obligations equivalent to perform Services hereunder and those applicable to regular employees of CVP-2 Service Provider who have executed a reasonable need-to-know and are bound in writing by obligations of confidentiality sufficient to protect the Confidential Information in accordance with the terms of this Agreement, (ii) Fellow CVP-2 Service Providers, (iii) entities subject to a non-disclosure agreement with Contractor at least as protective as DTLA or CVP-2 Service Provider that includes provisions substantially in the form of the provisions of this section. The provisions section 7 that relate to Confidential Information, provided that CVP-2 Service Provider may disclose to such parties only information that such parties are entitled to receive under their CVP-2 Service Provider Agreement or nondisclosure agreement and, in the event that any such entity is not a Fellow CVP-2 Service Provider, CVP-2 Service Provider shall be liable for any failure by such entity to maintain the confidentiality of Confidential Information in accordance with the terms of this section 7; or (iv) CVP-2 Service Provider's attorneys, auditors or other agents who owe CVP-2 Service Provider a duty of confidentiality and are bound to maintain such information in confidence as a result of a fiduciary relationship. CVP-2 Service Provider shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in use the same manner as Contractor protects its own confidential or proprietary information degree of a similar naturecare, and with but no less than the greater a reasonable degree of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any to avoid unauthorized disclosure or use of Confidential Information as such party employs with respect to its comparably important confidential information. Notwithstanding the foregoing, CVP-2 Service Provider and will cooperate fully with the JBE to protect DTLA may disclose CVP-2 Service Provider’s status (or lack of it) as a licensee of DTCP, and such disclosure shall not constitute Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. 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), and (b) shall promptly certify to the JBE in writing to Discloser that Contractor it 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 lawdone so.

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

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

Confidential Information. During the 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 Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx Floor Covering) publicly known or is contained in a publicly available document; (b) is rightfully in Xxxxx 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 Xxxxx Floor Covering who can be shown to have had no access to the Confidential Information. Xxxxx 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 Xxxxx 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. Xxxxx 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, Xxxxx Floor Covering shall advise County immediately in the event Xxxxx 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 Xxxxx Floor Covering will at its expense cooperate with County in seeking injunctive or other equitable relief in the name of County or Xxxxx Floor Covering against any such person. Xxxxx Floor Covering agrees that, except as directed by County, Xxxxx 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, Xxxxx Floor Covering will promptly turn over to County all documents, papers, and other matter in Xxxxx Floor Covering ’s possession which embody Confidential Information. Xxxxx 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. Xxxxx 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. Xxxxx Floor Covering in providing all services hereunder agrees to abide by the provisions of any applicable Federal or State Data Privacy Act.

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

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

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

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

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

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

Confidential Information. During Company possesses confidential information which shall be furnished to Master Licensee and designated at or before the Term time of disclosure as confidential (hereinafter referred to as the "CONFIDENTIAL INFORMATION"). Company and at all times thereafterMaster Licensee agree that the Confidential Information shall be used by Master Licensee only in the operation and franchising of Units and shall not be disclosed to others, Contractor willprovided that disclosure of Confidential Information by Master Licensee to its Franchisees in the Territory shall be deemed authorized disclosure. Master Licensee: (a) hold shall not use the Confidential Information in any other business or capacity; (b) shall maintain the confidentiality of the Confidential Information during and after the Term and shall not disclose the Confidential Information to its shareholders or any natural or legal person that is not (1) an employee of Master Licensee or of an Affiliate; or (2) a party to or bound by this Agreement or a Franchise Agreement which is issued pursuant to this Agreement; (c) shall not make unauthorized copies of any portion of the Confidential Information disclosed in written, videotape or other form; and (d) shall adopt and implement all reasonable procedures prescribed from time to time by Company to prevent unauthorized use or disclosure of the Confidential Information. Notwithstanding anything to the contrary contained in this Agreement, the restrictions on Master Licensee's disclosure and use of the Confidential Information shall not apply to the following: (x) information, concepts, methods, procedures or techniques which are or become generally known in the lodging facility business in the Territory, or known to Master Licensee, other than through disclosure (whether deliberate or inadvertent) by Master Licensee; (y) the disclosure of the Confidential Information in judicial or administrative proceedings to the extent that Master Licensee is legally compelled to disclose such information, provided Master Licensee shall have used its best endeavors to obtain, and shall have given Company written notice of the disclosure demand promptly after it is given to Master Licensee, so that Company may seek an assurance satisfactory to Company of confidential treatment for the information required to be so disclosed; and (z) Master Licensee's consultants, advisors and professionals reviewing such information who are subject to appropriate confidentiality and disclosure restrictions or who agree to maintain the confidentiality of such information in accordance with the terms hereof. Master Licensee will require its directors, officers, employees, agents and Franchisees to maintain the confidentiality of all Confidential Information in strict trust of the Travelodge System and confidence, (b) refrain from using or permitting others to agree not to use Confidential Information in any manner business or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others commercial activity other than the operation of Units pursuant to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor Company will protect treat information provided by Master Licensee and designated as confidential at the Confidential Information from unauthorized use, access, or time of disclosure in with the same manner undertaking of confidentiality as Contractor protects its own confidential or proprietary information of a similar naturerequired for Master Licensee with respect to Confidential Information, 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 subject 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 lawsame exceptions.

Confidential Information. During From time to time during the Term Term, OSG may disclose or make available to Licensee information about OSG’s business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written or electronic form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at all times thereafter, Contractor willthe time of disclosure is: (a) hold all Confidential Information in strict trust and confidence, the public domain; (b) refrain from using or permitting others known to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and the receiving Party at the time of disclosure; (c) refrain rightfully obtained by the receiving Party on a non-confidential basis from disclosing a third party; or permitting others to (d) independently developed by the receiving Party. Licensee shall not disclose any OSG’s Confidential Information to any third party without obtaining person or entity, except to Licensee’s employees who have a need to know the JBE’s express prior written consent on a case-by-case basisConfidential Information for Licensee to exercise its rights or perform its obligations hereunder. Contractor will Notwithstanding the foregoing, Licensee may disclose Confidential Information only to its employees or contractors who need to know that information the limited extent required (i) in order to perform Services hereunder comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that Licensee shall first have given written notice to OSG and who have executed made a confidentiality agreement with Contractor at least as reasonable effort to obtain a protective as the provisions of order; or (ii) to establish Licensee’s rights under this sectionAgreement, including to make required court filings. The provisions of this section shall survive On the expiration or termination of this the Agreement. Contractor will protect the , Licensee shall promptly return to OSG all copies, whether in written, electronic, or other form or media, of OSG’s Confidential Information, or destroy all such copies and certify in writing to OSG that such Confidential Information from unauthorized use, access, or has been destroyed. Licensee’s obligations of non-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 regard to Confidential Information are effective as of the Effective Date and will cooperate fully expire five years from the date first disclosed to Licensee; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive 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 Agreement for as long as such Confidential Information (in every form and medium), and (b) certify remains subject 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 trade secret protection 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.applicable law.‌

Confidential Information. The parties acknowledge that in order to permit Company to most effectively use the Consulting Services, it may be necessary for Company to disclose to Consultant certain confidential or proprietary information concerning Company’s business and services, including without limitation, information pertaining to or concerning Company’s business plan, agreements, strategic analysis, customer and potential customer information, market intelligence, sales and marketing plans, costs, rates, processes, methods, and practices in Company’s business (“Confidential Information”). During the Term term of this contract and forever after, Consultant agrees to keep Confidential Information in strictest confidence, and shall at all times thereafterkeep secret, Contractor will: (a) hold and shall not use, except for the benefit of Company, all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to Information. Consultant will not use Confidential Information in any manner for purposes other than those necessary to directly further the purpose of this Agreement and Consultant shall not, without the prior written consent of Company, disclose to or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose discuss any Confidential Information with (i) any person not an employee of Company, or (ii) any employee of Company, except those known by Consultant to any third party without obtaining the JBE’s express prior written consent on a case-by-case basisbe duly authorized by Company to receive such Confidential Information. 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 On termination of this Agreement. Contractor will protect , Consultant shall promptly return to the Company all Confidential Information from unauthorized use, accessprovided to Consultant Confidential Information shall be treated in the manner specified in this Section 10 until such time as (i) such information is otherwise available in the public domain through no action on the part of Consultant, or disclosure (ii) such information is required to be released by law or by any order of a governmental agency or court. The burden of proving either of these exceptions shall be on Consultant. Consultant understands that this Agreement is to be broadly construed in the same such manner as Contractor protects its own confidential fully and completely to protect Company from any unauthorized use or proprietary information disclosure 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 Consultant agrees that 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 remedies 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 any provision of this Section 13 would be inadequate and Company shall be entitled to appropriate equitable injunctive relief to enforce any provisions of this Section 13. Notwithstanding the availability of injunctive relief, nothing herein shall be construed as prohibiting Company from pursuing any other available remedy for any such breach or threatened breach, including without limitation, the requirement recovery of posting a bond, in addition to its other remedies at lawdamages.

Confidential Information. During Buzogany acknowledges that by reason of his employment by the Term Employer and at all times thereafterthe Company, Contractor will: (a) hold all or while being associated with the Company Affiliates, Buzogany has had and will continue to have access to and become informed of Confidential Information (defined below) that is a competitive asset of the Company or the Company Affiliates, and agrees that the Company and the Company Affiliates have a protectable interest in strict trust such Confidential Information. Therefore, Buzogany agrees that during the Employment Period and confidenceafter his termination for any reason he shall not, (b) refrain from using directly or permitting others indirectly, disclose to any unauthorized person or use for his own purposes any such Confidential Information without the prior written consent of the Company unless and to the extent that such Confidential Information (i) becomes or is generally known to the public and available for use by the public and industry other than as a result of Buzogany’s unauthorized acts or omissions in any manner or for any purpose not expressly permitted by breach of this Agreement, and or (cii) refrain from disclosing is required to be disclosed by judicial process, law or permitting others securities exchange on which the securities of the Company or any of the Company Affiliates are listed; provided, however, that Buzogany, to disclose any the extent not prohibited by such process, law or exchange, shall give the Company written notice of the 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 be so disclosed pursuant to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions clause (ii) of this section. The provisions sentence as far in advance of this section its disclosure as is reasonably practicable, shall survive cooperate with the expiration or termination of this Agreement. Contractor will Company in any efforts to protect the Confidential Information from unauthorized usedisclosure (including efforts to secure a judicial order to such effect), accessand shall limit his disclosure of such Confidential Information to the minimum disclosure required by such process, law or exchange. Buzogany acknowledges that all documents and other property including or reflecting Confidential Information furnished to Buzogany by the Company or any Company Affiliate or otherwise acquired or developed by the Company or any Company Affiliate or acquired, developed or known by Buzogany by reason of the performance of his duties for, or disclosure in his association with, the same manner as Contractor protects its own confidential Company or proprietary information any Company Affiliate shall at all times be the property of a similar nature, and with no less than the greater of Company. Buzogany shall take all 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 steps to safeguard Confidential Information and will cooperate fully with the JBE to protect such it against disclosure, misuse, loss or theft. “Confidential Information” means information that the Company or any Company Affiliate regard and treat as confidential; is not known or accessible to competitors or other third persons not having a legitimate need to know; has value to the Company or any Company Affiliate due to the confidentiality thereof; and if disclosed, could result in substantial competitive or business disadvantage. Upon Such information includes (x) trade secrets concerning the JBE’s request business and affairs of the Company or any Company Affiliate, any product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing and distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), database technologies, systems, structures, architectures processes, improvements, devices, discoveries, concepts, methods, and information of the Company or any CHICAGO/#2990331.3 Company Affiliate; (y) all information concerning the business and affairs of the Company or any Company Affiliate (which includes financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, contractors, agents, suppliers and potential suppliers, personnel training and techniques and materials, and purchasing methods and techniques), however documented; and (z) notes, analysis, compilations, studies, summaries and other material prepared by or for the Company or Company Affiliate containing or based, in whole or in part, upon any termination or expiration of this Agreement, Contractor will promptly (a) return to information included 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 of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawforegoing.

Confidential Information. During GSP, PEI, and Xxxx 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 Xxxx 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 Xxxx 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 Xxxx 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 Xxxx 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 Xxxx to protect the Confidential Information from unauthorized use, access, could not be reasonably or disclosure adequately compensated 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 caredamages in an action at law. 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 bondTherefore, in addition to its other remedies provided by law or this Agreement, PEI shall have the right to obtain injunctive relief, in the appropriate court, at lawany time, against the dissemination by GSP and/or Xxxx of the Confidential Information, or the use of such information by GSP and/or Xxxx in violation hereof.

Confidential Information. During For a period beginning on the Term Closing Date and at all times thereafterending on the third anniversary thereof, Contractor will: Sellers shall not, without the prior written consent of Buyer, reveal or make accessible to any Person any confidential information relating to the Business. For purposes of this Section 7.13, the term “confidential information” shall not include information (a) hold all Confidential Information in strict trust and confidencewhich is already available to the public or becomes available to the public other than as a result of a breach of this Section 7.13, (b) refrain from using which is the proprietary information of any Seller, or permitting others (c) which is used by any Seller or any of their Affiliates in conjunction with any of its or their respective businesses, including the operations conducted at Kxxxxx’x alumina refinery in Gramercy, Louisiana and the alumina refinery owned by Queensland Alumina Limited in Queensland, Australia; provided that information relating exclusively to use Confidential Information Alpart and which is not already available to the public shall be included in the term “confidential information” until such time as such information becomes available to the public other than in breach of this Section 7.13. Notwithstanding the foregoing, Sellers may disclose such confidential information to the extent permitted by Section 7.2 or required to comply with any manner valid or effective subpoena or order issued by a Governmental Entity, with applicable Law or with any requirement of any exchange upon which the securities of any of the Sellers or any of their Affiliates are traded; provided that in the event any Seller receives any such request or demand to disclose all or any part of the confidential information, such Seller shall promptly notify Buyer of the existence and terms of such request or demand, and, at Buyer’s request and expense, shall cooperate with Buyer to obtain a protective order or other appropriate remedy to maintain the confidentiality of such information; and, provided further, if such Seller is required to disclose confidential information for any purpose not expressly permitted by such reason, such Seller shall disclose only such portion thereof which, in the opinion of its legal counsel, it is legally required to disclose, and shall use its commercially reasonable efforts to obtain confidential treatment of such disclosed information. Nothing contained in this Agreement, and (c) refrain including this Section 7.13, shall preclude any Seller or any Affiliate of any Seller from disclosing confidential information (a) to the Bankruptcy Court or permitting others any court in which appeals or other applications for review of orders or judgments of such Bankruptcy Court may be made so long as the disclosure made to disclose any Confidential Information the court is filed under seal or is otherwise disclosed to the court only after the implementation of appropriate court measures (such as in camera proceedings) to ensure that the confidential information so disclosed will remain confidential, (b) to members of the statutory committee of unsecured creditors appointed in the Bankruptcy Cases (the “UCC”), to members of the statutory committee of asbestos claimants appointed in the Bankruptcy Cases (the “ACC”), to the legal representative of the class of future asbestos personal injury claimants appointed in the Bankruptcy Cases (the “Futures Representative”), to advisers to the UCC, the ACC or the Futures Representative and to other parties in interest in the Bankruptcy Cases and their advisers, in each case so long as they are contractually obligated 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 Seller or any Affiliate of any Seller 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 usekeep confidential any nonpublic, 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 regarding any Seller or any Affiliate of any unauthorized disclosure Seller provided to them by any Seller or use any Affiliate of Confidential Information and will cooperate fully any Seller in connection with the JBE Bankruptcy Cases, or 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 lawtheir respective representatives.

Confidential Information. During Supplier will observe and is bound by the Term terms and at conditions of any and all times thereafterNDAs executed by Supplier with or for the benefit of Applied, Contractor will: whether now or hereafter in effect. In addition, all [*] information obtained from Applied or its [*], and all other proprietary, technical and business information provided to Supplier by Applied during the term of, or in connection with the negotiation, performance or enforcement of the Agreement shall be deemed included in the definition of "Confidential Information" for purposes of the Agreement. Supplier may use Applied's Confidential Information and any other intellectual property of Applied only for the purpose of providing Items to Applied and for no other purpose. Supplier will not disclose, discuss and will not use any of Applied's Confidential Information, directly or indirectly, for any other purpose including, without limitation, (a) hold all Confidential Information in strict trust and confidencedeveloping, (bdesigning, manufacturing, engineering, reverse engineering, refurbishing, selling or offering for sale Item(s) refrain from using or permitting others to use Confidential Information in any manner other products or services, 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 person other than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration 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)Applied, and (b) certify assisting any third party, in any manner, to perform any of the JBE activities prohibited in writing Article 2 herein. All Confidential Information shall (a) be clearly marked by Supplier as Applied's Confidential Information and segregated when not in use, and (b) be returned to Applied promptly upon request. Supplier acknowledges and agrees that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can Applied would suffer immediate and irreparable harm for which monetary damages would be no adequate an inadequate remedy at law for any if Supplier were to breach of Contractor’s its obligations under this section, provision. Supplier further acknowledges and agrees 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 including injunctive relief, would be appropriate to protect Applied's rights and interests if such a breach were to arise, be threatened, or be asserted. Supplier will use reasonable efforts to timely notify Applied of any third party requests to engage in any of the requirement of posting a bond, in addition activities prohibited by this Article and provide sufficient supporting information to allow Applied to act to protect its interests and the Confidential Information. *Confidential Treatment Requested—Indicates material that has been omitted and for which confidential treatment has been requested. Either Party may disclose Confidential Information to its agents, consultants, attorneys, current lenders and other remedies at lawcurrent and potential financing sources, and representatives who have an appropriate business need to know the Confidential Information so disclosed and are bound by existing written confidentiality agreements or equivalent professional requirements of confidentiality.

Confidential Information. During Confidential Information" means all trade secrets and proprietary or business sensitive information primarily related to the Term Business, whether in oral, written, graphic, machine-readable or tangible form, and at whether or not registered, and including all times thereafternotes, Contractor willplans, records, documents and other evidence thereof, including but not limited to all: customer lists, details of client contracts and any other customer information. "Confidential Information" shall not include (a) hold all Confidential Information in strict trust and confidenceany information which becomes generally available to the public other than as a result of disclosure by Seller or any relative, agent or representative thereof; (b) refrain from using or permitting others becomes available 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 Seller on a casenon-by-case basis. Contractor will disclose Confidential Information only to confidential basis from a source other than Seller or any Buyer Entity or any of its employees respective employees, agents or contractors who need to know representatives, provided that such source lawfully obtained such information in order to perform Services hereunder and who have executed is not bound by a confidentiality agreement with Contractor at least as Seller or any Buyer Entity; or (c) is required to be disclosed (y) by law provided, that if Seller is required by law (including, without limitation, any judicial or administrative proceeding of any governmental or regulatory authority) to disclose any of the Confidential Information, Seller shall provide Buyer with prompt written notice of any such requirement and shall cooperate in full with Buyer to obtain a protective as order or to pursue an action to obtain a waiver from such requirement or (z) pursuant to the provisions disclosure requirement of this sectionthe rules and regulations of the Securities and Exchange Commission. The provisions If, in the absence of this section shall survive a protective order or other remedy, Seller is nonetheless, in the expiration or termination written opinion of this Agreement. Contractor will protect Seller's outside counsel, legally compelled to disclose Confidential Information, Seller may, without liability hereunder disclose the Confidential Information, provided that (i) Seller gives Buyer prior written notice of the information to be disclosed, (ii) Seller only discloses that portion of the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar naturewhich counsel advises is legally required to be disclosed, and with no less than (iii) Seller uses its or his best efforts to preserve the greater of confidentiality thereof by obtaining reasonable care and industry-standard care. The JBE owns all right, title and interest in assurance that confidential 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 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 Licensor shall from time to time during the Term of this Agreement, make available to Licensee materials, including, but not limited to, style guides and at licensing manuals, and other information, all times thereafterof which is non-public, Contractor will: (a) hold all Confidential Information in strict trust confidential or proprietary to Licensor. Such materials, information and confidencethe terms and conditions of the License and this Agreement, (b) refrain from using which is confidential between Licensee and Licensor, will be collectively referred to herein as the “Proprietary Material.” Licensee shall not disclose the Proprietary Material to third-parties or permitting others to use Confidential Information in any manner or the Proprietary Material for any purpose not expressly permitted by other than in connection with its duties and obligations as set forth in this Agreement. Licensee will ensure that the Proprietary Material will be kept confidential by Licensee and its directors, officers, employees, agents, distributors, designers and supplier/subcontractors (collectively “Representatives”), and that all such Representatives shall be made aware of the confidential nature of the Proprietary Material. In the event Licensee is requested or required (cby oral question, interrogatories, subpoena, civil investigative demand or similar process) refrain from disclosing or permitting others to disclose any Confidential Information of the Proprietary Material, Licensee will promptly notify Licensor of such request or requirement and cooperate with Licensor so that Licensor may seek an appropriate protective order or otherwise seek appropriate protection of the Proprietary Material. In the event that such protection is not obtained or that Licensor waives compliance, Licensee shall furnish only that portion of the Proprietary Material which Licensee is advised by written opinion of counsel is legally required to any third party without obtaining the JBE’s express prior written consent on a case-by-case basisbe furnished. 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 Immediately upon the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure within ten (10) days from the date of the Licensor’s prior written request, Licensee will return to Licensor, or destroy at Licensor’s request, all Proprietary Material and all copies of the Proprietary Material produced by Licensee or its Representatives or any notes, analysis or other materials prepared or produced by Licensee or its Representatives. Anything in this Agreement to the same manner as Contractor protects its own confidential contrary notwithstanding, unless mandated by law or proprietary information of a similar naturegovernmental agency, Licensee will keep all terms 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 conditions of this Agreement, Contractor will promptly (a) return to Agreement confidential both during and after the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach 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 Term of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawAgreement.

Confidential Information. During 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 Provider acknowledges that, due to the Term scope of work and at all times thereafternature of services required under this Agreement, Contractor Provider, its employees, agents and/or representatives will: /may have access to or receive confidential information of the University that may include, but is not limited to, non-public personally identifiable information and/or any other non-public information related to University students, faculty and staff, regardless of whether or not such information is marked by the University as confidential (a) hold the “Confidential Information”). Provider hereby represents and warrants to the University, that all Confidential Information in strict trust and confidence, (b) refrain from using accessed or permitting others to use Confidential Information in any manner received as a result of this Agreement shall not be used or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information disclosed to any third party without obtaining the JBEUniversity’s express prior written consent on a case-by-case basisconsent, other than as necessary for the performance of the Provider’s duties hereunder, except as required by law. Contractor will disclose Provider shall, when using Confidential Information, or when requesting Confidential Information only from any individual or entity associated with the University, limit the use of or access to such Confidential Information to the minimum level necessary to accomplish the intended purpose of the use, or request. Provider shall implement appropriate safeguards to prevent the unauthorized use or disclosure of such Confidential Information and shall provide the University with information concerning such safeguards as the University may reasonably request. Provider shall timely report to the University any use or disclosure of Confidential Information of which it becomes aware, that is used or disclosed other than as authorized herein. Provider shall ensure that its employees employees, representatives, agents and subcontractors (when the use of such subcontractor has been approved in writing by the University and prior to any use of or contractors who need access to know that information in order to perform Services hereunder and Confidential Information), who have executed a confidentiality agreement access to or receive Confidential Information will comply with Contractor at least the same restrictions and conditions as protective apply to Provider with respect to such Confidential Information as the provisions of this sectionset forth herein. The provisions of this section shall survive the Provider represents and warrants that upon expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, Provider shall return or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns destroy all right, title and interest in the Confidential Information. Contractor will notify , as directed by the JBE promptly upon learning University, that Provider its employees, representatives and agents or subcontractors then maintains in any form and Provider its employees, representatives, agents and subcontractors shall not retain copies 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 Both parties agree that this section shall survive 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 thereafterTerm, Contractor will: each party (athe “Recipient”) hold all may receive or have access to certain information of the other party (the “Discloser”) that is 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 of the Discloser. For purposes of this Agreement, “Confidential Information” shall mean any information disclosed by the Discloser to the Recipient, whether technology-related or business-related, whether furnished before or after the Effective Date and irrespective of the form of communication, that is considered competitive, confidential or proprietary in nature; provided, however, that in order for oral information to be treated as Confidential Information, it must be identified as confidential and proprietary at the time of disclosure, and the substance of the disclosure must be provided in writing within thirty (c30) refrain from disclosing days of the oral disclosure of such information. Information about the functionality of the Products, software or permitting others to disclose any firmware imbedded in or used with the Products, Discloser financial or marketing information, and information about the future product plans will be deemed Confidential Information to any third party without obtaining the JBE’s express prior necessity of being marked. All other written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees information must be conspicuously marked using words such as “confidential” or contractors who need to know that information “proprietary” in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least be treated as protective as the provisions of this sectionConfidential Information. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor Recipient will protect the Confidential Information from unauthorized use, access, or disclosure in with the same manner degree of care as Contractor protects the Recipient uses for its own confidential or proprietary information of a similar natureinformation, and with but no less than the greater a reasonable degree of reasonable care and industry-standard care. The JBE owns all rightConfidential Information may only be used by those employees of the Recipient who have a need to know such information for the purposes related to this Agreement, title and interest in the Recipient shall inform such employees of the confidential nature of such GE Healthcare Proprietary and 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 Informationobligations of the Recipient hereunder. 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 The Recipient shall be no adequate remedy at law responsible for any breach of Contractor’s obligations under this sectionAgreement by it or its employees to the same extent as though such employees were parties hereto. The parties acknowledge that all intellectual property rights are deemed Confidential Information to be protected indefinitely. The parties also agree that all other information, that any such breach will likely result in irreparable harm, including but not limited to technical information (which is not intellectual property rights) and that upon any breach forecasts disclosed during the Term or threatened breach prior to the formation of this Agreement are deemed Confidential Information to be protected for a term of ten (10) years from the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement date of posting a bond, in addition to its other remedies at lawdisclosure.

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

Confidential Information. During Use and disclosure of Confidential Information Unless the Term and at all times thereafterLicensee has obtained the Agency’s prior written consent, Contractor willthe Licensee must: (a) hold keep all Confidential Information in strict trust secret and confidenceconfidential; not access, (b) refrain from using use or permitting others to use reproduce any Confidential Information in any manner or for any purpose not expressly permitted by except to the extent necessary to exercise its rights and perform its obligations under this Agreement, and (c) refrain from disclosing or permitting others to Deed; disclose any Confidential Information except as permitted under clauses 9.2 or 9.3; and establish and maintain all necessary security measures to maintain the confidential nature of the Confidential Information and ensure that the Confidential Information is kept secure from loss, unauthorised access or use, reproduction, modification, disclosure or other misuse. Disclosures to personnel and advisers The Licensee may disclose Confidential Information to the Licensee’s officers, employees, agents, sub-licensees, contractors, or legal, financial or other professional advisers if: the disclosure is necessary to enable the Licensee to perform its obligations or to exercise its rights under this Deed; and prior to disclosure, the Licensee informs the person of the confidential nature of the Confidential Information and the Licensee's obligations in relation to it under this Deed and obtains a confidentiality undertaking from the person to comply with those obligations, a signed copy of which must be provided to the Agency on request. The Licensee must ensure that any third party person to whom Confidential Information is disclosed under clause 9.2(a) keeps the Confidential Information confidential and does not use it for any purpose other than as permitted under clause 9.2(a). Disclosures required by Law Subject to clause (b), the Licensee may disclose Confidential Information that the Licensee is required to disclose by Law or by order of any court or tribunal of competent jurisdiction or by any government agency, stock exchange or other regulatory body. If the Licensee is required to make a disclosure under clause 9.3(a), the Licensee must: give the Agency prompt and prior written notice of the impending disclosure; provide reasonable assistance to the Agency in opposing or limiting the disclosure; and if the disclosure cannot be avoided, only disclose Confidential Information to the extent necessary to comply, and use reasonable efforts to ensure that any Confidential Information disclosed is kept confidential. TERMINATION Termination by the Agency The Agency may terminate this Deed (including all licences granted under it) by written notice effective immediately (or effective from any later date specified) if: the Agency ceases to have the right to grant the licence of the Trade Marks on the terms of this Deed; or the Licensee: engages in any conduct or practice that is reasonably likely, in the Agency's opinion, to adversely affect the Trade Marks, the goodwill associated with the Trade Marks, the Agency's rights to the Trade Marks or the Agency's reputation; where the Permitted Purpose identifies an existing contract, does not comply with the standards and requirements of design, performance and quality specified in that contract; breaches the contract for which the Permitted Purpose has been granted, or otherwise ceases to engage with the Agency or to otherwise provide the goods or services subject of that contract for any reason whatsoever, including expiry or termination; breaches or, in the case of a sub-licensee, acts inconsistently with a provision of this Deed and does not remedy that breach or act within 5 Business Days of being notified of the breach or act by the Agency; assigns, charges or in any way encumbers its interest in this Deed, or attempts to do so without obtaining the JBE’s express prior written consent of the Agency; being a corporation, comes under one of the forms of external administration referred to in chapter 5 of the Corporations Xxx 0000, or an order has been made for the purpose of placing the corporation under external administration; being an individual, becomes bankrupt or enters into a scheme of arrangement with creditors; or is in breach of a payment obligation. Termination by the Licensee If the Agency ceases to have the right to license the Trade Marks, the Licensee's sole remedy is to terminate this Deed. Consequences of expiry or termination On termination or expiry of this Deed: the Licensee must: immediately cease all use of the Trade Marks, including on a case-by-case basis. Contractor will disclose any websites and social media account pages that it owns, operates or controls; immediately destroy or return to the Agency (at the Agency’s election) any Material that the Agency provided to the Licensee in relation to the Trade Marks and any Confidential Information only provided by the Agency to its employees the Licensee in relation to this Deed; within 10 Business Days from the date of termination 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 expiry of this sectionDeed, destroy or return to the Agency (at the Agency's election), all Trade Xxxx Material within the possession, power or control of the Licensee. The provisions Licensee agrees to certify that destruction has occurred if requested by the Agency; and immediately make all payments which are due and payable to the Agency by the Licensee on or before the date of this section shall survive the expiration expiry or termination of this AgreementDeed. Contractor will protect the Confidential Information from unauthorized useSurvival of obligations The obligations in clauses 1 (Interpretation), access8 (Indemnities), 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 9 (Confidential Information. Contractor will notify the JBE promptly upon learning ), 10.3(Consequences of any unauthorized disclosure expiry or use of Confidential Information termination), 11 (Notices), 13 (Dispute Resolution), 14.1(a) (Governing Law) and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any this clause 10.4 survive termination or expiration expiry 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 lawDeed.

Confidential Information. During The information that Airport Authority may disclose to the Term and at all times thereafterContractor includes, Contractor willbut is not limited to, the following: (a) hold any and all Confidential Information in strict trust and confidence, information relating to Airport Authority’s proposed construction projects; (b) refrain from using or permitting others any and all information relating to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and the Airport Authority’s completed construction projects; (c) refrain any and all information related to the Detroit Metropolitan Wayne County Airport, including but not limited to its operations and secure areas; (d) any and all information related to the Willow Run Airport; (e) any and all information which would do any of the following: (i) Constitute an unwarranted invasion of privacy (including, but not limited to, information contained in any personnel, medical, or similar file); (ii) reveal trade secrets or privileged or confidential information obtained from disclosing any person; or permitting others (ii) be detrimental to the security of transportation; and (e) any and all information designated confidential or sensitive security information by the Airport Authority. In addition to the above enumerated types of information, there may be other related information that the Airport Authority also discloses to the Contractor, and all this information is, together, the "Confidential Information". In consideration of Airport Authority’s disclosure of the Confidential Information for the Contractor its use, the Contractor agrees to the following use and disclosure obligations: Title to the Confidential Information and all related materials and documentation Airport Authority delivers to the Contractor will remain with Airport Authority; the Contractor agrees to treat such Confidential Information as secret; the Contractor shall not to disclose any Confidential Information to any third party without obtaining parties and to use it solely for the JBE’s express prior written consent on a case-by-case basispurpose described in this Agreement. The Contractor will disclose restrict circulation of the Confidential Information within its organization and then only to its employees or contractors who people in the Contractor’s organization that have a need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in for the same manner as Contractor protects its own confidential or proprietary information purpose of a similar nature, and with no less than providing the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in services to Airport Authority; the Confidential Information. Contractor will notify be liable for all costs, damages, liabilities relating to or arising from the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information whether the disclosure is intentional, negligent, or accidental; the Contractor will return all originals of any Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon destroy any copies it has made on termination or expiration of this Agreement; and if any provision of this Section is held by a court of competent jurisdiction to be contrary to law, Contractor the remaining provisions of this Agreement will promptly (a) return remain in full force and effect 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 extent 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 lawdoes not create an absurdity.

Confidential Information. During You agree to preserve and protect the Term and at all times thereafter, Contractor will: (a) hold confidentiality of all Confidential Information (as defined below), which you acknowledge is the sole and exclusive property of the Company. You agree that you will not, at any time during your term of employment or thereafter, make any unauthorized disclosure of Confidential Information, or make any use thereof, except, in strict trust each case, in the carrying out of your responsibilities to the Company. You further agree to preserve and confidenceprotect the confidentiality of all confidential information of third parties provided to the Company by such third parties with an expectation of confidentiality. You shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by you hereunder to preserve and protect the confidentiality of such Confidential Information. You shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by applicable laws; provided, however, that in the event disclosure is required by applicable laws and you are making such disclosure, you shall provide the Company with prompt notice of such requirement prior to making any such disclosure to the extent practicable and not legally prohibited, so that the Company may seek an appropriate protective order at the Company’s sole cost and expense.Notwithstanding anything to the contrary contained herein, you will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of Confidential Information that is made (bi) refrain from using in confidence to a federal, state, or permitting others local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company’s Confidential Information to your attorney and use the Confidential Information in the court proceeding if you (A) file any manner or for any purpose not expressly permitted by this Agreement, document containing the trade secret under seal; and (cB) refrain from disclosing or permitting others do not disclose the Confidential Information, except pursuant to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions court order.For purposes of this sectionSection 3, the term “Company” includes the Company and each of its affiliates. The provisions of this section term “Confidential Information” 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 mean any and all confidential or proprietary information and materials, as well as all trade secrets, belonging to the Company and includes, regardless of a similar naturewhether such information or materials are expressly identified or marked as confidential or proprietary, and whether or not patentable: (i) technical information and materials of the Company; (ii) business information and materials of the Company; (iii) any information or material that gives the Company an advantage with no less than the greater respect to its competitors by virtue 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 not being known by the JBE, destroy all Confidential Information (in every form and medium), those competitors; and (biv) 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 sectionother valuable, that any such breach will likely result in irreparable harm, confidential information and that upon any breach or threatened breach materials and/or trade secrets 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 lawCompany.4.

Confidential Information. During “Confidential Information” shall mean any know-how, trade secrets (whether identified as such or not), scientific and technical information, samples, business and financial information, sales and marketing information, customer lists and other information of Chemours not generally known to the Term public, and at all times thereafterany information derived from such Confidential Information, Contractor willif such information is disclosed by or on behalf of Chemours to Seller: (a) hold all in writing, or in other tangible form, and designated confidential at the time of disclosure; or (b) orally or visually, and designated confidential in writing within thirty (30) days of such oral or visual disclosure provided, however, that any such information not so designated will nevertheless be deemed to be Confidential Information if the information is of a type and nature that a reasonable person, in the context of the disclosure, would understand it to be confidential. Seller shall: (i) maintain Chemours’ Confidential Information in strict trust confidence; (ii) use it only for purposes of the PO; and confidence(iii) disclose it only to those employees, (b) refrain from using agents or permitting others contractors who have a need to use know such 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 fulfill the transactions contemplated hereunder and who have executed a are under confidentiality agreement with Contractor at least as protective as the provisions of this sectionand non-use obligations no less restrictive than those herein. The provisions of this section Seller shall survive the expiration or termination of this Agreement. Contractor will protect the Chemours’ Confidential Information from unauthorized use, accessdisclosure, dissemination or disclosure in publication with the same manner degree of care as Contractor protects it uses to protect its own confidential or proprietary information of a similar like nature, and with but no less than the greater a reasonable degree of reasonable care and industry-standard care. The JBE owns If Xxxxxx believes that it, Seller’s Personnel or any third-party have disclosed or used Chemours’ Confidential Information in material violation of this Section, it shall promptly (but within not more than five (5) business days) so notify and cooperate, at its own expense, with Chemours and assist it in attempting to minimize the effects of such disclosure or use. All Chemours Confidential Information is and shall remain Chemours property. Upon Chemours’ request, Seller shall destroy or return to Chemours all right, title Confidential Information and interest in other related records which contain or summarize any of Chemours’ Confidential Information. If Seller is directed to destroy the Confidential Information. Contractor will notify , it shall provide to Chemours a certificate attesting to the JBE promptly upon learning of any unauthorized disclosure destruction thereof and erase or use of destroy such Confidential Information in such a manner that the Confidential Information is rendered unreadable, undecipherable and will cooperate fully otherwise incapable of recovery. If Seller is legally required to disclose any Chemours’ Confidential Information in connection with any legal or regulatory proceeding, Seller shall (unless prohibited by applicable law) notify Chemours within a reasonable time prior to disclosure to allow Chemours a reasonable opportunity to seek appropriate protective measures or other appropriate remedies prior to disclosure. Subject to any protective measures or other remedies imposed by the JBE applicable legal or regulatory body, Seller may disclose only that portion of the Confidential Information that it is legally required to protect such disclose and shall exercise reasonable efforts to obtain assurances that confidential treatment shall be accorded to that 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 Vendor understands that, during the Term performance of this Contract, it will have access to confidential and at all times thereafterproprietary LACERA information, Contractor will: policies and procedures, benefits, business practices, and technology concerning LACERA’s operations, as well as sensitive confidential member information and business critical non- member information (a) hold all collectively, “Confidential Information”). For clarity, Confidential Information includes all information of any and every kind provided to Vendor, regardless of whether it may previously have been disclosed by LACERA or others in strict trust other contexts, in that LACERA needs to know to whom, when, where, and confidencehow all of its information has been disseminated and reserves to itself the right to determine to whom, (b) refrain from using or permitting others to use when, where, and how such information is released. Confidential Information further includes all information related in any manner way to LACERA provided to Vendor. Confidential Information may be provided to Vendor or for any purpose not expressly permitted generated or stored by this AgreementVendor in written, electronic, verbal, and (c) refrain from disclosing or permitting all others forms. Vendor understands and agrees that: Vendor shall not disclose Confidential Information to any person within its organization except those persons required to perform the services of the Contract. Vendor shall not disclose any Confidential Information to any third party without obtaining the JBELACERA’s express prior advance written consent on a case-by-case basisapproval. Contractor will Vendor’s agreement not to disclose Confidential Information only includes an agreement not to disclose information even on a no-names basis. Vendor will use best efforts, including but not limited to the highest level of care Vendor accords to its employees or contractors who need to know that own most sensitive 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 most sensitive information of a similar natureits other clients, to secure and with no less than maintain the greater confidential nature of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor Vendor will notify not use the JBE promptly upon learning Confidential Information for any purpose other than to perform the services required by this Contract. This confidentiality provision will survive the termination of the Contract. Nondiscrimination. Vendor hereby promises and agrees that it will comply with Subchapter VII of the Civil Rights Act of 1964, 43USC Section 2000e through 2000e (17), to the end that no person shall, on grounds of race, creed, color, sex, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Contract, or under any project, program or activity supported by this Contract. Vendor shall take affirmative action to ensure that applicants and employees are treated in an unbiased manner without regard to their race, color, religion, sex, age, ancestry, or national origin, physical or mental handicap, marital status, or political affiliation. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Compliance with Laws. Vendor shall comply with all applicable Federal, State and local laws, rules, regulations, ordinances, and directives, and all provisions required to be included in this Contract are incorporated by this reference. Vendor shall indemnify and hold LACERA harmless from any loss, damage or liability resulting from a violation by Vendor of any unauthorized disclosure such laws, rules, regulations, ordinances, and directives. Conflict of Interest. No officer or use employee of Confidential Information and will cooperate fully with LACERA whose position enables him or her to influence the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration award 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)Contract or any competing agreement, 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 spouse or economic dependent of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach officer or threatened breach of the confidentiality obligations, the JBE employee shall be entitled to appropriate equitable relief, without the requirement of posting a bond, employed in addition to its other remedies at lawany capacity or in any way remunerated by Vendor or have any direct or indirect financial interest in this Contract or in Vendor.

Confidential Information. During FXRE and ThrillRides each acknowledge and agree that all of the Term Confidential Information is material and at confidential and greatly affects the goodwill and the effective and successful conduct of FXRE, ThrillRides, Kitchen and their respective Affiliates and sublicensees, and FXRE’s, ThrillRides’ and Kitchen’s and their respective Affiliates’ and sublicensees’ respective businesses and operations, and that maintaining confidentiality of the Confidential Information is necessary to protect the legitimate business interests of FXRE, ThrillRides, Kitchen and their respective Affiliates and sublicensees. Accordingly, as a material inducement to enter into this Agreement, FXRE and ThrillRides each hereby agree, unless expressly authorized by the other party, to maintain and receive all times thereafter, Contractor will: (a) hold all such Confidential Information in strict trust confidence and confidencethat neither it nor any of its Representatives or subcontractors shall, (b) refrain from using at any time, directly or permitting others to use Confidential Information in any manner indirectly, divulge, reveal or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose communicate any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Person whatsoever, or use, pursue or exploit any Confidential Information only for its own benefit or for the benefit of others. FXRE and ThrillRides each agree that neither it nor any of its Representatives or subcontractors will infringe any of FXRE’s, ThrillRides’ or Kitchen’s or their respective Affiliates’ or sublicensees’ intellectual property or other rights in said Confidential Information, and acknowledges that nothing herein shall be construed as expressly or impliedly granting a license or right to its employees use said Confidential Information except for the specific purposes set forth herein or contractors who need to know that information in order to perform Services hereunder the License Agreement. FXRE and who have executed a ThrillRides shall each disclose and enforce in writing the proprietary rights and confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions Agreement with all of this section shall survive the expiration or termination of this Agreement. Contractor will protect the their respective Representatives and subcontractors who have access to Confidential Information from unauthorized useor who will perform Services hereunder. Notwithstanding anything to the contrary set forth above in this Section 5.2, accessso long as any third Person to whom any disclosure is made executes an appropriate confidentiality agreement, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar natureFXRE and ThrillRides, 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 their respective Representatives are authorized to disclose such Confidential Information and will cooperate fully with the JBE to protect actual or prospective buyers, lessees, operators, Providers or such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return other third Persons as shall be reasonably necessary for either party 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 perform its obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach Agreement or threatened breach of under 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 lawLicense Agreement.

Confidential Information. During You understand and agree that “Confidential Information” includes, but is not limited to, Isagenix marketing plans and strategies, products, purchases, pricing, relationships with vendors and suppliers, the Term identities of and at contact information for all times thereafterIsagenix Associates and Customers provided to you in any document or report, Contractor will: the identities of and contact information for all Isagenix Associates and Customers with whom you first became acquainted as a result of your relationship with Isagenix, whether or not they are in your marketing organisation (a) hold the “Confidential Information”). To protect your business and the businesses of all Isagenix Associates, you acknowledge and agree that the Confidential Information in strict trust belongs to Isagenix and confidencemust be kept completely confidential for as long as such information is deemed by Isagenix to be confidential. You agree that you will not, (b) refrain from using directly or permitting others to indirectly through a third party, sell, 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 person or entity for any purpose unrelated to your Isagenix business, whether during the JBE’s express prior written consent on a case-by-case basisterm of your association with Isagenix or thereafter. Contractor will disclose If your relationship with Isagenix ends, you agree to immediately return or destroy all of the Confidential Information only that you have obtained. You acknowledge that the Confidential Information is of such character as to its employees render it unique and that disclosure or contractors who need to know that information use thereof in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions breach of this sectionAgreement will result in irreparable damage to Isagenix and to Independent Isagenix Associates. The provisions You recognise and agree that misuse of this section shall survive the expiration or termination Confidential Information cannot be fully compensated through monetary damages. Accordingly, you acknowledge and agree that Isagenix and its Associates will be entitled to injunctive relief to prevent breach of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, If litigation or disclosure in the same manner as Contractor protects its own confidential arbitration is required to obtain injunctive relief 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 obligationsrecover damages, the JBE prevailing party shall be entitled to appropriate equitable reliefan award of attorneys’ fees and expenses. You understand and agree that the confidentiality obligations and the related remedies included in this Agreement apply as long as you possess Confidential Information. Non-Solicitation Agreement. Isagenix Associates are independent contractors and, without as such, Isagenix does not prohibit its Associates from participating in other business ventures, even when those business ventures compete directly with Isagenix. However, to protect the requirement integrity of posting the Isagenix business and to support and protect the hard work and dedication of all of the Independent Isagenix Associates who have contributed to building teams with Isagenix, during the term of your relationship with Isagenix and for one year thereafter (the “Non-Solicitation Period”), you agree that you will not solicit or encourage any Isagenix Associate or Customer to join or work another network marketing or direct selling company. You further agree that, during the Non-Solicitation Period, you will not introduce, promote or sell other business ventures, goods or services to any Isagenix Associate or Customer. A solicitation includes any attempt, direct or indirect, to encourage an Isagenix Associate or Customer to consider joining or working another network marketing or direct selling company. A solicitation may include communicating information about another business venture to any Isagenix Associate or Customer, to the extent a bondreasonable person would interpret your communication as an attempt to solicit their interest in that business venture. Violation of this provision is grounds for termination of your Isagenix membership and may also give rise to other claims for unauthorised use of Isagenix’s Confidential Information. You understand and agree that Isagenix and its Associates are entitled to seek and obtain injunctive relief and other damages if you violate this provision. If litigation or arbitration is required to obtain injunctive relief or to recover damages, in addition the prevailing party shall be entitled to its other remedies at lawan award of attorneys’ fees and expenses.

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

Confidential Information. During (a) Portman hereby acknowledges that in connection with the Term performance of the Services hereunder Buyer will on the date hereof and may from time to time thereafter provide or make available to Portman certain confidential and proprietary information, including information relating to the businesses, products, technology, services, customers, prospective customers, methods or tactics of Buyer (any such confidential or proprietary information which is marked or identified, orally or in writing, as "confidential," "privileged" or "proprietary" or which could reasonably be understood to be confidential or proprietary as a result of the nature of the information or the manner or circumstances under which it is provided, being hereinafter referred to as "Confidential Information"). Portman further acknowledges that the Confidential Information includes certain trade secrets and other Assets (as defined in the Asset Purchase Agreement) and agrees that any such trade secrets and other Assets shall remain the property of Buyer at all times thereafterduring the term of this Agreement and after the expiration or termination hereof. Portman shall not publish, Contractor will: (a) hold all Confidential Information in strict trust and confidencedisseminate, (b) refrain from using distribute, disclose, sell, assign, transfer, copy, commercially exploit, or permitting others to otherwise make 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 of any Confidential Information to or for the use or benefit of Portman or any third party without obtaining other person, firm, corporation or entity (including, but not limited to, Seller), except as specifically authorized in writing by Buyer or as required for the JBE’s express prior written consent on a case-by-case basisdue and proper performance of his duties and obligations under this Agreement. Contractor will disclose In addition, Portman shall employ safeguards and precautions to ensure that unauthorized access to the Confidential Information only is not afforded to its employees any person, firm, corporation or contractors who need to know that information in order to perform Services hereunder entity, and who have executed a confidentiality agreement with Contractor such safeguards and precautions shall be at least as protective as equivalent to those which Portman uses to protect his own similar information and in any event not less than reasonable under the provisions of this sectioncircumstances. The provisions of this section shall survive the Upon any expiration or termination of this Agreement. Contractor will protect the , or if Buyer so requests at any time, Portman shall promptly return to Buyer all Confidential Information in Portman's possession, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 5 shall prevent the use or disclosure by Portman of any information which (i) is generally available to the public at the time of the use or disclosure thereof (other than through (x) a breach by Portman of any of the terms or provisions hereof or (y) a breach by Seller of any confidentiality obligations owed to Buyer, whether pursuant to or in connection with the Asset Purchase Agreement or the License Agreement (as defined in the Asset Purchase Agreement) or otherwise), (ii) is lawfully obtained by Portman from unauthorized usea source other than Seller, accessBuyer or their respective affiliates, directors, officers, employees, agents or other representatives (provided, that such source is not bound by a confidentiality agreement with Buyer or Seller and is not otherwise under an obligation of secrecy or confidentiality to Buyer or Seller), or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature(iii) is required to be disclosed by applicable legal process (provided, 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 that Portman complies fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration provisions 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 5(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) the Employee shall hold in a fiduciary capacity for the benefit of the Icahn Group all Confidential Information Information. The Employee shall not, without the prior written consent of the Employer (which may be granted or withheld in strict trust its sole and confidenceabsolute discretion; provided, (b) refrain from using or permitting others however, that the Employee shall be permitted to use Confidential Information in any manner connection with the performance of his duties with the Employer and its Affiliates without being required to obtain the written consent of the Employer), communicate or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose divulge any Confidential Information to any third party without anyone other than the Icahn Group and those designated by the Employer, except to the extent compelled pursuant to the order of a court or other body having jurisdiction over such matter or based upon the advice of his counsel that such disclosure is legally required; provided, however, that, to the extent legally permissible, the Employee will assist the Employer at the Employer’s expense, in obtaining a protective order, other appropriate remedy or other reliable assurance that confidential treatment will be accorded such information so disclosed pursuant to the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination terms of this Agreement. Contractor will protect All Inventions shall be the property of the Employer or its designee and shall be promptly and fully disclosed by the Employee to the Employer. The Employee shall perform all reasonably necessary acts (including, without limitation, executing and delivering any confirmatory assignments, documents, or instruments requested by the Employer) to vest title to any Inventions in the Employer or in any person designated by the Employer and to enable the Employer or such person, at the Employer’s sole expense, to secure and maintain domestic and/or foreign patents or any other rights for such Inventions. All personal and not otherwise public information about the Icahn Group, including, without limitation, their respective investments, investors, transactions, historical performance, and all information regarding or concerning Xxxx X. Icahn and Mr. Icahn’s family (excluding the Employee and, if applicable, his spouse and decedents) shall constitute Confidential Information from unauthorized usefor purposes of this Agreement. In no event shall the Employee, accessduring or after Employee’s employment hereunder, disparage any member of the Icahn Group, Mr. Icahn, his family members (excluding the Employee and, if applicable, his spouse and decedents), their respective Affiliates or disclosure any of their respective officers or directors. The Employee shall not write a book or article about Mr. Icahn or Mr. Icahn’s family members (excluding the Employee and, if applicable, his spouse and decedents) in the same manner as Contractor protects its own confidential any media and shall not to publish or proprietary information of a similar naturecause to be published in any media, any Confidential Information, and with no less than further shall keep confidential and not to disclose to any third party, including, but not limited to, newspapers, authors, publicists, journalists, bloggers, gossip columnists, producers, directors, media personalities, film-makers, and the greater of reasonable care and industry-standard care. The JBE owns all rightlike, title and interest in the any Confidential Information. Contractor will notify the JBE promptly upon learning The forgoing provisions of this Section 11 shall not apply to any unauthorized disclosure or use of Confidential Information and will cooperate fully with specifically permitted by the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration express terms of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable reliefincluding, without the requirement of posting a bondlimitation, in addition to its other remedies at lawSection 8 hereof.

Confidential Information. During You must maintain the Term confidentiality of information and at all times thereafterdocuments to which you have access in the course of or arising from your employment with [Company Name] or any of its Related Entities. You must not, Contractor will: during your employment or after the termination of your employment, directly or indirectly use or disclose (aor attempt to use or disclose) hold all any Confidential Information for any purpose, including to obtain any benefit for you or any other Person. You must ensure secure custody of Confidential Information in strict trust your control or possession and confidence, (b) refrain from using use your best endeavours to prevent the use or permitting others to use disclosure of Confidential Information by any Person. These restrictions do not apply to: information that is used or disclosed in the proper course of performing your duties for; information that is used or disclosed with ’s prior consent; information that is required by law to be disclosed; or information that is in the public domain, other than through your breach of this Contract. Any Confidential Information which is disclosed by you in accordance with clause [Insert Clause], must only be done to the extent necessary, and only to Persons who: have been approved by the Manager, to receive such information; are aware and agree that the Confidential Information must be kept confidential; and sign and agree to be bound by the terms of any confidentiality agreement, as may be required by to be signed, from time to time. If you are uncertain about whether information is Confidential Information, you must immediately ask your Manager. Until you receive an answer, you must treat that information as Confidential Information. You acknowledge and agree that: damages may be inadequate compensation for breach of your obligations contained in this ‘Confidential Information’ clause and subject to the court’s discretion, may seek specific performance or may seek to restrain, by an injunction or similar remedy, any conduct or threatened conduct which is or will be in breach of this clause, in addition to any other remedy may wish to pursue; and you will fully indemnify in respect of any and all loss, damage, claims, liability, cost and expenses, of any kind, suffered or incurred by as a result of your breach of this ‘Confidential Information’ clause, in any manner or for way, including, but not limited to, any purpose not expressly permitted disclosure by this Agreement, and (c) refrain from disclosing or permitting others to disclose you of 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 mediumPerson(s), 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 other than is authorised 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 lawContract.

Confidential Information. During 5.1 Licensee understands and agrees that MOBETIZE considers the Term Software and at all times thereafter, Contractor will: any related documentation provided by MOBETIZE (acollectively "MOBETIZE Information") hold all Confidential to be the proprietary and confidential information of MOBETIZE and/or a third party which has granted marketing and licensing rights to MOBETIZE. Licensee agrees to maintain the MOBETIZE Information in strict trust Software License Agreement EXHIBIT 10.1 MOBETIZE USA Inc. confidence and, except for the right of Licensee to copy the Software for backup purposes pursuant to Section 2.4 above, Licensee agrees not to disclose, duplicate or otherwise reproduce, directly or indirectly, the MOBETIZE Information in whole or in part except for purposes of carrying out rights and confidenceobligations under this Agreement. Licensee agrees not to disassemble, (b) reverse engineer, or reverse compile the Software in whole or in part. Licensee agrees to take all reasonable steps to ensure that no unauthorized persons shall have access to the MOBETIZE Information and that all authorized persons having access to the MOBETIZE Information shall refrain from using any such disclosure, duplication or permitting others reproduction. Licensee agrees not to use Confidential Information in remove any manner copyright notice or for any purpose not expressly permitted by this Agreementother proprietary markings from the MOBETIZE Information, and (c) refrain from disclosing or permitting others any copy thereof made by Licensee for backup purposes shall contain the same copyright notice and proprietary markings contained on the copy of the Software furnished by MOBETIZE to disclose any Confidential Licensee hereunder. Licensee acknowledges that the MOBETIZE Information is unique and that Licensee's failure 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 comply with Contractor at least as protective as the provisions of this section. The provisions of this section Section 5.1 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 harmharm to MOBETIZE and/or any third party from whom MOBETIZE has received marketing and licensing rights, and that upon any in the event of the breach or threatened breach by Licensee of the confidentiality obligationsits obligations under this Section, the JBE MOBETIZE shall be entitled to appropriate equitable relief, without relief in the requirement form of posting a bondspecific performance and/or an injunction for any such actual or threatened breach, in addition to its the exercise of any other remedies at lawlaw and in equity. In the event that Licensee shall breach the terms of this Section, and any such breach shall remain uncured for a period of five (5) days after the receipt by Licensee of written notice from MOBETIZE of such breach, MOBETIZE may, at its option, terminate all licenses granted to Licensee hereunder, in which event Licensee shall have no further right to use any copies of such Software. In the event of any such termination or cancellation, Licensee shall, within ten (10) days after the effective date of any such termination or cancellation, certify in writing to MOBETIZE that such Software and all materials relating thereto in the possession of Licensee have been destroyed.

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

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others does not include information that: The receiving Party lawfully gained before the disclosing Party actually disclosed it; Is disclosed to use Confidential Information in any manner or for any purpose not expressly permitted the receiving Party by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any a third party without obtaining who is not bound by a confidentiality agreement; Becomes available to the JBE’s express prior written consent general public by no fault of the receiving Party; or Is required by law to be disclosed. Much of the time, the party (whether a business or individual) to whom you divulge will be in a situation to be able to benefit from the using the information (perhaps in direct competition against you) or the passing of it on a case-by-case basisto someone else. Contractor will disclose Confidential Information only Both individuals and business owners tend to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed be most diffident about asking for a confidentiality agreement from people they “trust” with Contractor at least as protective as the provisions their ideas, but who have no obligation to keep confidentiality (for example, friends, relatives, potential investors, partners and customers). The Employee will not share any of this sectionproprietary information at any time. The provisions Parties are interested in exploring a potential business opportunity (the “Opportunity”). In order to adequately evaluate whether the Parties would like to pursue the Opportunity, it is necessary for both Parties to exchange certain confidential information. In the event the Employee is required by law to disclose Confidential Information, the Employee must notify the Employer of this section shall survive the expiration or termination legal requirement to disclose within three (3) business days of learning of the requirement. Notices must be made in accordance with Section 8 of this Agreement. Contractor will protect Complete Contract. This Agreement constitutes the Parties entire understanding of their rights and obligations. This Agreement supersedes any other written or verbal communications between the Parties. Disclaimer. The Employer does not represent or warrant the Confidential Information is correct and accurate or complete. This Agreement constitutes the Parties entire understanding of their rights and obligations. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from unauthorized use, access, or disclosure the remainder of the Agreement and all other provisions should continue in the same manner full force and effect as Contractor protects its own confidential or proprietary information of a similar nature, valid and with no less than the greater of reasonable care and industry-standard careenforceable. The JBE owns all right, title and interest in the Confidential InformationWaiver. Contractor will notify the JBE promptly upon learning of Neither Party can waive 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 provision of this Agreement, Contractor will promptly (a) or any rights or obligations under this Agreement, unless agreed to in writing. “Non-disclosure agreement” is more commonly used in the USA and tends to suggest protection against passing-on of information alone rather than use of the information as well. All notices under this Agreement must be sent by email with return receipt requested or certified or registered mail with return receipt requested. The receiving Party may disclose the Confidential Information to its personnel on an as-needed basis. The personnel must be informed that the JBE or, if so directed Confidential Information is confidential and the personnel must agree to be bound 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 obligationsterms of this Agreement. Contractor acknowledges that there can be no adequate remedy at law The receiving Party is liable for any breach of Contractor’s obligations under this sectionAgreement by their personnel. In the event a Party loses Confidential Information or inadvertently discloses Confidential Information, that any such breach will likely result in irreparable harmParty must notify the other Party within twenty-four (24) hours. IN CONSIDERATION OF the Employer-Employee relationship, and other good and valuable consideration, the Employee agrees as follows: Confidential Information. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, partner, or employee of the other Party. General. This section remains in full force and effect even after termination of the Employer-Employee relationship by its natural termination or early termination by either Party. In the event a Party is required by law to disclose Confidential Information, that Party must notify the other Party of the legal requirement to disclose within three (3) business days of learning of the requirement. Notices must be made in accordance with Section 9 of this Agreement. This Agreement does not create a joint venture, partnership, or agency relationship between the Parties. Notices should be sent as follows: Employee Employer [Remainder of this page intentionally left blank. Signature page follows.] The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows: Employee Signed: Name: Date: Employer Signed: Name: Date: Related Contracts and Forms: Photography Release Form and Sales Contract Template If any provision, right, or obligation is waived, it is only waived to the extent agreed to in writing. This Agreement shall commence upon the Effective Date as stated above and continue until . Either Party may end this Agreement at any breach or threatened time by providing written notice to the other Party. The Parties’ obligation to maintain confidentiality of all Confidential Information received during the term of this Agreement will remain in effect indefinitely. This agreement will allow you to be open with the other side, develop a more trusting relationship and, hopefully, agree to a deal on the best terms for everyone. The Parties agree the Confidential Information is unique in nature and money damages will not adequately remedy the irreparable injury breach of this Agreement may cause the confidentiality obligationsEmployer. In the event of a breach of this Agreement, the JBE shall be Employer is entitled to appropriate equitable seek disciplinary action, up to and including termination. The Employer may also seek injunctive relief, without the requirement of posting a bond, in addition to its as well as any other remedies at law.that are available in law and equity. You may limit disclosure to the person who signs this agreement or you may allow him to pass the information to professional advisers or employees or consultants. You decide. Notices should be sent as follows: Name Name The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows: Name Signed: Name: Date: Name Signed: Name: Date: This Non-

Confidential Information. During “Confidential Information” means all of the Term trade secrets, business and financial information, business methods, procedures, know-how and other information of every kind that relates to the business of either Party and is marked or identified as confidential at all times thereafterthe time of disclosure, Contractor will: (a) hold all or disclosed in circumstances that would lead a reasonable person to believe such information is confidential. The Party receiving Confidential Information in strict trust and confidence, (b“Recipient”) refrain from using or permitting others to the other Party (“Discloser”) will not use such Confidential Information in any manner or for any purpose not expressly permitted by other than in connection with 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 such Confidential Information only to its the employees or contractors of the Recipient who have a need to know that information in order to perform Services hereunder such Confidential Information for purposes of this Agreement and who have executed signed a written agreement imposing a duty of confidentiality agreement with Contractor at least as protective as no less restrictive than the provisions of this sectionRecipient’s duty hereunder. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor Recipient will protect the Discloser’s Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor the Recipient protects its own confidential or proprietary information of a similar nature, nature and with no less than the greater a reasonable degree of reasonable care and industry-standard care. The JBE owns all rightRecipient will be liable to the Discloser for breaches of this Section 8 by its employees and contractors as if such breaches were those of the Recipient. Confidential Information excludes any information that (i) was already lawfully known to the Recipient at the time of disclosure by the Discloser as shown by contemporaneous documentation; (ii) is disclosed to the Recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; or (iii) is, title or through no fault of the Recipient has become, generally available to the public. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser pursuant to a subpoena or other court process only (A) after having given the Discloser prompt notice of the Recipient’s receipt of such subpoena or other process and interest (B) after the Recipient has given the Discloser a reasonable opportunity to oppose such subpoena or other process or to obtain a protective order. Confidential Information of the Discloser in the Confidential Information. Contractor custody or control of the Recipient will notify be promptly returned or destroyed upon the JBE promptly upon learning earlier of any unauthorized disclosure (1) the Discloser’s written request 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 (2) 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 Shareholder understands and acknowledges that the Term success of each Milestone Company is dependent upon the secrecy and at all times thereafternon-disclosure of Confidential Information. Therefore, Contractor will: (a) hold during the Restricted Period, Shareholder agrees that Shareholder will not, directly or indirectly, disclose to any Person or assist in disclosing to any Person any Confidential Information of any Milestone Company. When requested by any Milestone Company in writing, Shareholder shall promptly deliver to Milestone and Da-Lite all Confidential Information in strict trust Shareholder’s control and confidencenot retain any copies thereof except Shareholder shall be permitted to retain a copy for personal record keeping as required pursuant to legally mandated document retention policies or for tax reporting purposes; provided, (b) refrain from using or permitting others to use however, that any such retained Confidential Information shall be treated at all times in any manner or for any purpose not expressly permitted by accordance with this Agreement. Shareholder shall not be bound by the terms of this Section 3(e) with respect to particular portions of the Confidential Information to the extent that: (i) disclosure of such information is mutually agreed upon by Shareholder and any Milestone Company in writing; (ii) disclosure or retention of such information is required by law, and rule or regulation or by the order or demand of a court or government agency or authority; or (ciii) refrain from disclosing such information is reasonably necessary by Shareholder to enforce the terms of the Merger Agreement or permitting others any agreements contemplated thereby. In the event that Shareholder is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, or similar process) to disclose any Confidential Information to Information, Shareholder shall provide Milestone and Da-Lite with prompt notice of such request(s) so that each of Milestone and Da-Lite, at its or their expense, may seek an appropriate protective order or other appropriate remedy. Whether or not any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information such protective order or other remedy is obtained, Shareholder may furnish that portion (and only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions portion) of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized usethat Shareholder reasonably believes is legally compelled to disclose; provided, accesshowever, that in no event shall Shareholder oppose any action by any Milestone Company to obtain a protective order or other relief to prevent the disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard caresuch information. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration terms of this Agreement, Contractor will promptly (aSection 3(e) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, are in addition to its the terms of any other remedies at lawconfidentiality and nondisclosure agreement between Shareholder and any Milestone Company.

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

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

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold Each party agrees to maintain all Confidential ------------------------ Information in strict trust confidence to the same extent that it protects its own similar Confidential Information and confidence, (b) refrain from using or permitting others to use such Confidential Information in any manner only as permitted under this Agreement. For purposes of this Agreement "Confidential Information" shall mean confidential or for any purpose not expressly permitted by proprietary technical or business Information, Including this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential given by the discloser of the Information to the recipient of the Information. All Information which is disclosed by one party to the other in connection with this Agreement or received from the proprietary Alliance member website (whether orally, in writing or by any third party without obtaining other means or media) shall automatically be deemed proprietary to the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential discloser of the Information only and subject 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 , unless otherwise confirmed in writing by the Confidential Information from unauthorized use, access, or disclosure in discloser 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 Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure or use of Confidential Information Including, without limitation, disclosing Confidential Information only to its employees and in the case of AT&T its Affiliates and in the case of UIT its Distributors (a) with a need to know to further permitted uses of such Information and (b) who are parties to appropriate agreements sufficient to comply with this Section 9, and (o) who are Informed of the nondisclosure/non-use obligations imposed by this Section 9, and both parties shall take appropriate steps to implement and enforce such non-disclosure/non- use obligations. The foregoing restrictions on disclosure and use shall survive for 3 years following termination of this Agreement but shall not apply with respect to any Confidential Information which (i) was or becomes publicly known through no fault of the receiving party: (ii) was rightfully known or becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party; (iii) is independently developed by the receiving party without the participation of Individuals who have had access to the Confidential Information; (iv) is approved by the disclosing party. AT&T/UIT-Confidential for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing party; and (v) the receiving party is legally compelled to disclose; provided, however, that prior to any such compelled disclosure, the receiving party will (a) assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure and (b) cooperate fully with the JBE to protect disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. Upon In 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 event 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 obligationsprotection against disclosure is not obtained, the JBE shall receiving party will be entitled to appropriate equitable reliefdisclose the Confidential Information, without but only as and to the requirement of posting a bond, in addition extent necessary to its other remedies at lawlegally comply with such compelled disclosure.

Confidential Information. During the Term and at all times thereafter, Contractor will: Each Purchaser shall (ai) hold retain all Confidential Information in strict trust and confidence, ; (bii) refrain from using not release or permitting others to use disclose Confidential Information in any manner to any other person (other than disclosures to its affiliates or to any of its or their representatives who (A) have a need to know such information; and (B) are informed of its confidential nature); and (iii) use the Confidential Information solely in connection with such Purchaser’s rights hereunder or for purposes of evaluating such Purchaser’s continued investment in the Company or any purpose ongoing relationship with the Company and not expressly permitted by this Agreementfor any other purpose; provided, and (c) refrain from disclosing however, that the foregoing shall not apply to the extent such Purchaser, its affiliates, any of its or permitting others their representatives or the Purchaser Director is 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 disclose Confidential Information by judicial or administrative process, pursuant to the advice of its outside counsel, or by requirements of law; provided further that, if legally permissible, prior written notice of such disclosure shall be given to the Company so that the Company may take action, at its expense, to prevent such disclosure and any such disclosure is limited only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions portion of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized usewhich such person is compelled to disclose. Each Purchaser acknowledges that the Confidential Information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. None of the Purchasers, accessany of their affiliates or their representatives shall, by virtue of the Company’s disclosure of, or disclosure in the same manner as Contractor protects its own confidential or proprietary information such person’s use 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 any Confidential Information, acquire any rights with respect thereto, all of which rights (including intellectual property rights) shall remain exclusively with the Company. Contractor Each Purchaser agrees that, upon the request of the Company (with respect to the Lead Purchaser, not earlier than five (5) Business Days following the Board Rights Termination Date), it will notify the JBE (and will cause its affiliates and its and their representatives to) promptly upon learning of any unauthorized disclosure (i) return all physical materials containing or use consisting of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request all hard copies thereof in their possession or control; and upon any termination or expiration of this Agreement, Contractor will promptly (aii) return to the JBE or, if so directed by the JBE, destroy all electronically stored Confidential Information (in every form and medium)their possession or control; provided, however, that each of the Purchasers, their affiliates, and its and their representatives may retain any electronic or written copies of Confidential Information as may be (bA) certify to stored on its electronic records or storage system resulting from automated back-up systems; (B) required by law, other regulatory requirements, or internal document retention policies; or (C) contained in board presentations or minutes of board meetings of 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, Lead Purchaser or its affiliates; provided further that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligationsretained Confidential Information shall remain subject to this Section 4.5(b). In addition, the JBE shall be entitled to appropriate equitable relief, without the requirement Lead Purchaser’s legal counsel may retain one copy of posting a bond, in addition to its other remedies at lawany Confidential Information for archival purposes only.

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 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 which is (a) independently developed by the receiving party, (b) in the public domain at the time of its receipt or thereafter becomes part of the public domain through no fault of the receiving party, (c) received without an obligation of confidentiality from a third party without obtaining having the JBE’s right to disclose such information, (d) released from the restrictions of this Section 5.4 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 either Sepracor or BioSepra hereunder (if such assignee, sublicense 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 5.4 or comparable provisions of such other documents), or (f) required by law, statute, rule or court order to be disclosed (the disclosing party shall, however, use commercially reasonable efforts to obtain confidential treatment of any such disclosure). The provisions of obligations set forth in this section Section 5.4 shall survive for a period of five (5) years from 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. Without limiting the generality of the foregoing, Contractor will promptly (a) return Sepracor and BioSepra each shall use commercially reasonable efforts to obtain confidentiality agreements from its respective employees and agents, similar in scope to this Section 5.4, to protect the Confidential Information. Sepracor agrees to treat the Sepracor Technology as Confidential Information of BioSepra. Notwithstanding anything to the JBE orcontrary herein, if so directed by the JBE, destroy all Confidential Information (in every form Sepracor and medium), and (b) certify BioSepra shall each be deemed 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 have satisfied its obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach Section 5.4 if it protects the Confidential Information of the confidentiality obligations, other party with the JBE shall be entitled same degree of care that it uses to appropriate equitable relief, without the requirement of posting a bond, in addition to protect its other remedies at lawown similar Confidential Information.

Confidential Information. During GBS acknowledges that in the Term course of performing Services, GBS will have access to and become familiar with various trade secrets and confidential information of CLIENT, and/or third parties who have provided such information to CLIENT, including, but not limited to, software, customer contracts, customer lists, customer prospect lists, invoices, customer requirements, sales procedures, research data, design data, marketing and pricing information and data, marketing plans, financial information of CLIENT and/or its customers, and other technical, marketing and/or business information and personal data relating to individuals (collectively, “Confidential Information”). GBS acknowledges that this Confidential Information gives CLIENT a competitive advantage in the industry. GBS agrees to not use in any way or disclose to any person or entity any such Confidential Information, either directly or indirectly, either during the term of this Agreement or at all times any time thereafter, Contractor will: (a) hold all Confidential Information except as required 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 course of performing 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 under this Agreement. Contractor GBS will protect the Confidential Information from unauthorized use, access, or disclosure further take reasonable precautions and act in the same such a 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 to ensure against unauthorized disclosure or use of the Confidential Information and will cooperate fully with Information, using at least the JBE standard of care GBS uses to protect such Confidential Informationits own confidential information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor or earlier if requested by CLIENT, GBS will promptly (a) return to the JBE or, if so directed by the JBE, destroy deliver all such Confidential Information and any copies of the same to CLIENT. GBS acknowledges and agrees that CLIENT would suffer irreparable harm in the event the Confidential Information or any portion thereof was disclosed, copied or used in any manner except as provided in this Agreement. Accordingly, and notwithstanding Article 13, Section G (in every form Governing Law/Jurisdiction and mediumVenue), and (b) certify to in 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 a breach or threatened breach of the confidentiality obligationsprovisions of this Article 6, the JBE shall GBS agrees that CLIENT will be entitled to appropriate equitable reliefpursue any and all remedies at law or in equity, including, but not limited to, a temporary restraining order or preliminary or permanent injunction, or the equivalent of the same, without the requirement of posting a bond, in addition to its other remedies at lawprevent disclosure, copying and/or use of the Confidential Information.

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

Confidential Information. During the Master Agreement Term and at all times thereafter, Contractor Seller 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 JBEBuyer’s express prior written consent on a case-by-case basis. Contractor Seller will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services delivery Electricity hereunder and who have executed a confidentiality agreement with Contractor Seller 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 Seller will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor Seller 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 Buyer owns all right, title and interest in the Confidential Information. Contractor Seller will notify the JBE Buyer promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Buyer to protect such Confidential Information. Upon the JBEBuyer’s request and upon any termination or expiration of this Agreement, Contractor Seller will promptly (a) return to the JBE Buyer or, if so directed by the JBEBuyer, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Buyer in writing that Contractor Seller has fully complied with the foregoing obligations. Contractor Seller 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 Buyer shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law. Publicity. Seller shall not make any public announcement or press release about this Agreement without the prior written approval of the Buyer.

Confidential Information. During The Organization agrees that all information and records held by, generated by or submitted to either Party in relation to:  the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using Organization’s provision of FCSS-funded program ;or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by  the administration of this AgreementAgreement shall be considered the City’s property, and (c) refrain from disclosing all such records and information shall be administered in conjunction with the Act and other applicable privacy or permitting others access legislation. Without limiting the generality of the above:  any Personal Information held by the Organization in conjunction with its provision of FCSS-funded program or programs shall be used for the sole purpose of providing these program(s), and all reasonable measures shall be taken in order to disclose any Confidential maintain the confidential nature of such information;  only those individuals who are involved in the administration of this Agreement shall have access to Personal Information and  the City requires immediate notification in the event that there has been a suspected unauthorized disclosure of the Personal Information to any third party without obtaining party, and the JBE’s express Organization shall take all reasonable steps thereafter to control the further dissemination of Personal Information and shall remedy the damage caused by the disclosure.  The Organization covenants and agrees to hold and keep all Personal Information secret and confidential (except for information properly within the public domain) and shall not at any time disclose such information, and shall at all times prevent the same from being disclosed, to any person, firm, organization, or corporation, except with the prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only of the City of St. Xxxxxx, which consent may be unreasonably or arbitrarily withheld at the discretion of the City of St. Xxxxxx  The Organization covenants and agrees that it shall not, without the prior written consent of the person holding the office of Director of St. Xxxxxx Family and Community Support Services or such other person as may be designated by St. Xxxxxx Family and Community Support Services from time to its employees time, which consent may be unreasonably or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor arbitrarily withheld at least as protective as the provisions discretion of this section. The provisions either FCSS, copy or otherwise reproduce or render capable of this section shall survive reproduction by any means whatsoever, all or any part of 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 Personal Information. Contractor will notify the JBE promptly upon learning  The Organization agrees to return all Personal Information which it may hold in its possession (without retaining copies of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information) to City of St. Xxxxxx immediately upon the demand of City of St. Xxxxxx and in any event immediately upon the termination of organization’s contract with City of St. Xxxxxx. Upon  The Organization shall not use any Personal Information for its own benefit, other than to deliver the JBE’s request FCSS-funded program or programs for the City of St. Xxxxxx.  The Organization will not engage a sub-contractor for this contract without notifying and upon any termination or expiration gaining permission from the Director 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 Family 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 lawCommunity Support Services.

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

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

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

Confidential Information. (a) During the Term and in your capacity as a director of the Company and a trustee of the Trust, you will have access to Confidential Information (as defined below) that is unique, proprietary, and valuable to the Company, the Trust, and Beneficient Counselors Group, respectively, and the improper use or unauthorized disclosure of which could result in irreparable harm to the Company, the Trust, and/or the members of the Beneficient Counselors, their good will, and to their business interests. Accordingly, you agree that at all times thereafterduring the Term and thereafter (i) all Confidential Information you create, Contractor will: learn of, or have access to in your capacity as a director of the Company (aexcluding such Confidential Information that you first had access to or created in connection with your Ben employment and in respect of which you are subject to protections against non-disclosure and unauthorized use) (the “Company Confidential Information”) is and shall remain the sole and exclusive property of the Company; (ii) all Confidential Information you that relates to or was provided to you by the Trust or a member of Beneficient Counselors Group (the “Beneficient Counselors Confidential Information”) is and shall remain the sole and exclusive property of the Trust and/or Beneficient Counselors Group; (iii) you will protect and safeguard all Company Confidential Information and Beneficient Counselors Confidential Information; (iv) except as compelled by law or valid legal process or as authorized by the Company with respect to the Company Confidential Information or Beneficient Counselors with respect to the Beneficient Counselors Confidential Information, you will hold all Confidential Information in strict trust strictest confidence and confidencenot, directly or indirectly, (bX) refrain from using or permitting others to use any such Confidential Information in any manner for your own or for any purpose not expressly permitted by this Agreementa third-party’s advantage, and benefit, or gain or (cY) refrain from disclosing disclose or permitting others to disclose divulge any Confidential Information to any third party without obtaining person other than an officer, director, or employee of, or legal counsel for, the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Company with respect to the Company Confidential Information or the Trust and/or Beneficient Counselors with respect to the Beneficient Counselors Confidential Information, or other person authorized to receive such information and under an obligation of confidentiality, and then only to its employees the extent necessary for the proper performance of the your duties and responsibilities and consistent with the purposes for which it was provided to you; (v) if you believe you are compelled by law or contractors who need valid legal process to know that information in order disclose or divulge any Confidential Information, you will notify me or my successor as Chairman of the Company with respect 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 Company Confidential Information from unauthorized use, accessInformation, or disclosure in me or my successor as Chairman of Beneficient Counselors with respect to 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 Beneficient Counselors Confidential Information. Contractor will notify the JBE promptly upon learning , in writing sufficiently in advance Xxxxx Xxxxxxxx December 14, 2021 of any unauthorized such disclosure to allow the Company, the Trust, or use a member of Confidential Information and will cooperate fully with the JBE Beneficient Counselors Group, as applicable, the opportunity to defend, limit, or otherwise protect their interests against 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), disclosure; and (bvi) certify you will not ask, direct, or authorize another to the JBE in writing take any action that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can would be no adequate remedy at law for any breach of Contractor’s obligations under prohibited by 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 lawparagraph 6 if undertaken by you.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all It is recognized by the parties that during the term of this Agreement the parties may exchange Confidential Information in strict trust (as hereinafter defined). BPC shall not disclose Confidential Information received from Sanofi Pasteur and confidence, (b) refrain from using or permitting others to shall not use Confidential Information disclosed to it by Sanofi Pasteur for BPC’s benefit (other than in any manner the performance of its obligations hereunder) or for the benefit of any purpose not expressly permitted by this Agreementthird person; provided, and (c) refrain from disclosing or permitting others to however, that BPC may disclose any Confidential Information to any its employees and third parties in the performance of its obligations hereunder if such third party without obtaining agrees in writing to be bound by the JBE’s express prior written consent on a case-by-case basisconfidentiality obligations set forth in this Agreement. Contractor will Sanofi Pasteur shall not disclose Confidential Information only received from BPC and shall not use Confidential Information disclosed to it by BPC for Sanofi Pasteur’s benefit (other than in the performance of its obligations hereunder) or for the benefit of any third person; provided, however, that Sanofi Pasteur may disclose Confidential Information to its employees or contractors who need and third parties in the performance of its obligations hereunder if such third party agrees in writing to know that information be bound by the confidentiality obligations set forth 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 Each party agrees that Confidential Information provided to the other party shall only be shown to persons who have a need to see it in order for the party to carry out its obligations hereunder. Further, the party who receives Confidential Information from the other party shall be responsible for any unauthorized use, access, use 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 such Confidential Information and will cooperate fully with the JBE by its employees or third parties to protect whom it may disclose such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) each party agrees to return all copies of Confidential Information to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawparty who provided it.

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