Common use of Confidentiality Obligation Clause in Contracts

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party.

Confidentiality Obligation. If either Party provides confidential information, plainly marked as such on the subject document(s), including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under its performance of this Agreement, or if in the Agreement or course of negotiating the this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, and said information is identified by the disclosing party as Confidential, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may with the consent of the other Party (such consent not to be unreasonably conditioned, delayed or withheld), provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors attorneys, accountants and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case case, whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3Representatives. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding For a period commencing on this date and ending on the financing, design, operation and maintenance tenth (10th) anniversary after the termination of the System or Agreement, the Receiving Party shall treat as confidential all of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Disclosing Party's Confidential Information regarding and shall not use such Confidential Information for any purpose whatsoever other than for the facilities or plans of purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the otherforegoing, the receiving Receiving Party shall (a) protect the Confidential Information from disclosure to third parties with use the same degree of care accorded and means that it utilizes to protect its own confidential information of a similar nature, but in any event not less than reasonable care and proprietary informationmeans, and (b) refrain from using such Confidential Information, except in to prevent the negotiation and performance unauthorized use or the disclosure of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, Third Parties. The Confidential Information may be disclosed only to employees or contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided Receiving Party with a "need to know" who are instructed and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of agree not to disclose the Confidential Information shall be informed by and not to use the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Articleany purpose, except as set forth herein; provided, however, in Section 15.3the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. All The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information shall remain received hereunder and the property mingling of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request Confidential Information with information of the disclosing PartyReceiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.

Confidentiality Obligation. If either The Receiving Party provides shall treat as -------------------------- confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance all of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Disclosing Party's Confidential Information regarding and shall not use such Confidential Information except as expressly permitted under this Agreement. Without limiting the facilities or plans of the otherforegoing, the receiving Receiving Party shall (a) protect the Confidential Information from disclosure to third parties with use the same degree of care accorded and means that it utilizes to protect its own confidential information of a similar nature, but in any event not less than reasonable care and proprietary informationmeans, and (b) refrain from using such Confidential Information, except in to prevent the negotiation and performance unauthorized use or the disclosure of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, third parties. The Confidential Information may be disclosed only to employees or contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided Receiving Party with a "need to know" who are instructed and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of agree not to disclose the Confidential Information shall be informed by and not to use the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Articleany purpose, except as set forth herein; provided, however, in Section 15.3the case of Buyer, the term "employees or contractors of a Receiving Party" shall include employees and contractors of Buyer and its Authorized Agents (but with respect to Authorized Agents who are not Affiliates disclosure shall be limited to the extent necessary to enable such Authorized Agents to purchase under this Agreement). All The Receiving Party shall have appropriate written agreements with any such employees or contractors sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer, or otherwise modify any Confidential Information shall remain received hereunder and the property mingling of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request Confidential Information with information of the disclosing PartyReceiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party. Confidential Information shall not include this Agreement, or any agreement involving the Purchaser, and/or any information or data with respect to the general performance of the Systems that may be used by Provider or its Affiliates or service providers in connection with preparing marketing or promotional materials of such Persons.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding For a period commencing on this date and ending on the financing, design, operation and maintenance tenth (10th) anniversary after the termination of the System or Agreement, the Receiving Party shall treat as confidential all of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Disclosing Party's Confidential Information regarding and shall not use such Confidential Information for any purpose whatsoever other than for the facilities or plans of purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the otherforegoing, the receiving Receiving Party shall (a) protect the Confidential Information from disclosure to third parties with use the same degree of care accorded and means that it utilizes to protect its own confidential information of a similar nature, but in any event not less than reasonable care and proprietary informationmeans, and (b) refrain from using such Confidential Information, except in to prevent the negotiation and performance unauthorized use or the disclosure of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, third parties. The Confidential Information may be disclosed only to employees or contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided Receiving Party with a "need to know" who are instructed and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of agree not to disclose the Confidential Information shall be informed by and not to use the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Articleany purpose, except as set forth herein; provided, however, in Section 15.3the case of BDI Group, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Group and any contract research organizations with whom BDI Group has written agreements pursuant to which such contract research organization is performing or will perform work under a project and is bound by an obligation of confidence to BDI Group that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Group. All The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer, or otherwise modify any Confidential Information shall remain received hereunder and the property mingling of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request Confidential Information with information of the disclosing PartyReceiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding For a period commencing on this date and ending on the financing, design, operation and maintenance tenth (10th) anniversary after the termination of the System or Agreement, the Receiving Party shall treat as confidential all of Purchaserthe Disclosing Party’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding and shall not use such Confidential Information for any purpose whatsoever other than for the facilities or plans of purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the otherforegoing, the receiving Receiving Party shall (a) protect the Confidential Information from disclosure to third parties with use the same degree of care accorded and means that it utilizes to protect its own confidential information of a similar nature, but in any event not less than reasonable care and proprietary informationmeans, and (b) refrain from using such Confidential Information, except in to prevent the negotiation and performance unauthorized use or the disclosure of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, Third Parties. The Confidential Information may be disclosed only to employees or contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided Receiving Party with a “need to know” who are instructed and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of agree not to disclose the Confidential Information shall be informed by and not to use the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Articleany purpose, except as set forth herein; provided, however, in Section 15.3the case of BDI Pharmaceuticals and its Affiliates, the term “employees or contractors of a Receiving Party” shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. All The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information shall remain received hereunder and the property mingling of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request Confidential Information with information of the disclosing PartyReceiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation Each party acknowledges and maintenance agrees that all of the System or of Purchaserother party’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect and the Confidential Information from disclosure jointly developed by the parties subsequent to third parties with the same degree date of care accorded its own this Agreement, is confidential and proprietary information, proprietary. Each party agrees to hold the other party’s Confidential Information in strict confidence and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide agrees not to use or disclose such Confidential Information or any jointly developed Confidential Information to any third party for any purpose other than as permitted or required hereunder. Each party shall take the same reasonable measures necessary to prevent any disclosure by its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees or consultants of the Agreement or acquirers other party’s Confidential Information as it applies to the protection of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of own Confidential Information) (collectively, “Representatives”)including, in each case whose access is reasonably necessary. Each such recipient without limitation, the use of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any eventappropriate non-disclosure agreements with employees, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution agents, contractors, or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3consultants. All Confidential Information provided by one party to the other party hereunder, shall remain the property of the disclosing Party and shall be returned party. The receiving party shall, within ten (10) days of a written request to do so or within thirty (30) days of termination of this Agreement, return to the disclosing Party party, or destroyed after at the receiving Partyparty’s need for it option, destroy all Confidential Information that has expired been provided in tangible form and shall, unless prohibited by law, destroy or otherwise render unintelligible all other Confidential Information. All Confidential Information jointly developed by Hoth and the Company shall be owned jointly by Hoth and the Company. Each of Hoth and the Company shall be entitled to retain a copy or copies of any jointly developed Confidential Information upon the request termination of the disclosing Partythis Agreement, subject to each party’s obligations with respect to such jointly developed Confidential Information as set forth in this Agreement.

Confidentiality Obligation. If either Party provides Confidential Information" means all written or oral information designated as confidential informationat the time of disclosure that is disclosed in connection with this Agreement including, including business planswithout limitation, computer programs, software, formulas, data, inventions, techniques, strategies, trade secrets, plans for products or services, marketing plans, financial informationdocuments or data, processes and designs, and the terms, but not the existence of, this Agreement. Written Confidential Information must be mazked as "confidential" or "proprietary, patented, licensed, copyrighted ." Oral Confidential Information must be designated as confidential at the time of disclosure and reduced to a written summary and marked "confidential" or trademarked information, and/or technical information regarding the financing, design, operation and maintenance "proprietary" within 10 days of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party oral disclosure. Each party shall (a) protect use the Confidential Information from disclosure of the other party solely in the performance of its obligations under this Agreement, treat as confidential all Confidential Information of the other party, and not disclose such Confidential Information, except to third authorized employees ofthe receiving party or its affiliates, its legal counsel and accountants {provided that the receiving party contractually obligates them to a duty of confidentiality no less restrictive that the duty imposed by this Section 8. l and that the receiving party shall remain jointly and severally liable for any breach of confidentiality by such parties). Without limiting the foregoing, each of the parties shall treat the other party's Confidential Information with at least the same degree of care accorded it uses to prevent the disclosure of its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except but in no event less than reasonable care. Each party shall promptly notify the negotiation and performance other party of any actual or suspected misuse or unauthorized disclosure of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses party's Confidential Information. The terms of the Agreement (but not its execution Upon expiration or existence) shall be considered Confidential Information for purposes termination of this ArticleAgreement, except as set forth in Section 15.3each party shall return all tangible copies of any Confidential ]nformation received from the other party. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party i~~~ ruoue ~ec~or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party.Li,~, Miami Beach (06.08.0')) {I3, Xxxxxxx} 8.2

Confidentiality Obligation. If either Party provides confidential informationDuring the Term of this Agreement and for a period of five (5) years thereafter, including business plansSupplier and RJRT, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“each a "Receiving Party" shall maintain in confidence all Confidential Information”) Information disclosed to it by the other orParty, if in the course of performing under the Agreement or negotiating the Agreement as a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. "Disclosing Party." Notwithstanding the aboveforegoing, a Party may provide such Confidential Information subject to its officersSection 5.2, directors, members, managers, employees, agents, contractors Supplier and consultants, and Affiliates, lenders, and potential assignees RJRT's respective obligations of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (confidentiality with respect to the other Party) 's Trade Secrets, including the Specifications, shall be perpetual. Unless otherwise agreed in writing, neither Supplier nor RJRT will use, disclose or grant the use of such Confidential Information except as expressly authorized by this Agreement. To the extent that disclosure is authorized by this Agreement, the Receiving Party shall obtain prior agreement from its employees, representatives and contracting parties to whom disclosure is to be made to hold in confidence and not make use of such information for any breach purpose other than those purposes permitted by this Agreement. Supplier and RJRT, as a Receiving Party, will use at least the same standard of this provision by care (but not less than a reasonable standard of care) as it uses to protect its own proprietary and Trade Secret information to ensure that such employees, representatives and contracting parties do not disclose or make any entity to whom that Party improperly discloses unauthorized use of such Confidential Information. Supplier and RJRT, as a Receiving Party, will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. The terms Receiving Party shall be responsible to the Disclosing Party for any loss of Confidential Information of the Agreement (but not its execution Disclosing Party or existence) shall be considered Confidential Information for purposes breach of the provisions of this ArticleSection 5.1 by any employee, except as set forth in Section 15.3. All Confidential Information shall remain the property representative or contracting party of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Receiving Party.

Confidentiality Obligation. If either The Receiving Party provides shall treat as confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance all of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Disclosing Party's Confidential Information regarding and shall not use such Confidential Information except as expressly permitted under this Agreement. Without limiting the facilities or plans of the otherforegoing, the receiving Receiving Party shall (a) protect the Confidential Information from disclosure to third parties with use the same degree of care accorded and means that it utilizes to protect its own confidential information of a similar nature, but in any event not less than reasonable ease and proprietary informationmeans, and (b) refrain from using such Confidential Information, except in to prevent the negotiation and performance unauthorized use or the disclosure of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, third parties. The Confidential Information may be disclosed only to employees or contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided Receiving Party with a "need to know" who are instructed and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of agree not to disclose the Confidential Information shall be informed by and not to use the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Articleany purpose, except as set forth herein; provided, however, in Section 15.3the case of Buyer, the term "employees or contractors of a Receiving Party" shall include employees and contractors of Buyer and its Authorized Agents (but with respect to Authorized Agents who are not Affiliates disclosure shall be limited to the extent necessary to enable such Authorized Agents to purchase under this Agreement). All The Receiving Party shall have appropriate written agreements with any such employees or contractors sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer, or otherwise modify any Confidential Information shall remain received hereunder and the property mingling of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request Confidential Information with information of the disclosing PartyReceiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to Except as otherwise expressly agreed in writing by the other orParty, if and except as otherwise agreed in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the otherSections 29.02 and 29.03, the each receiving Party shall, and shall cause its Representatives to, (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own keep strictly confidential and proprietary informationtake reasonable precautions to protect against the disclosure of all Confidential Information, and (b) refrain from using such use all Confidential Information, except in Information solely for the negotiation purposes of performing its obligations under this Agreement and performance of the Agreement. Notwithstanding the abovenot for any other purpose; provided, a Party may provide such disclose Confidential Information to those of its officersRepresentatives who need to know such information for the purposes of performing the receiving Party’s obligations under this Agreement if, directorsbut only if, membersprior to being given access to Confidential Information, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees such Representatives are informed of the confidentiality thereof and the requirements of this Agreement or acquirers and are directed to comply with the requirements of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”)this Agreement and, in each the case whose access is reasonably necessaryof Representatives of Seller engaged wholly or in part in the purchase and sale of electrical power or natural gas, only if such Representatives are directly engaged in performing Seller’s obligations under this Agreement. Each such recipient of Confidential Information shall Party will be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) responsible for any breach of this provision Agreement by any entity its Representatives. Permitted Disclosures. SCE may disclose Confidential Information to whom that Party improperly discloses the Independent Evaluator. SCE and the Independent Evaluator may disclose Confidential Information. The terms Information to duly authorized regulatory and governmental agencies or entities, including the FERC, CPUC and all divisions thereof, and the CAISO, SCE’s Procurement Review Group (the “PRG”), a group of non-market participants including members of the Agreement CPUC, and SCE’s Cost Allocation Mechanism Group (but not its execution “CAM”), and other governmental agencies and consumer groups established by the CPUC in Decision 00-00-000. Neither SCE nor the Independent Evaluator shall have any liability whatsoever to Seller in the event of any unauthorized use or existence) shall be considered disclosure by a regulatory or governmental agency or entity including without limitation the FERC, the CPUC and all divisions thereof, the PRG, CAM or the CAISO of any Confidential Information for purposes or other information disclosed to any of this Articlethem by SCE or the Independent Evaluator. SCE and the Independent Evaluator may also disclose Confidential Information to any Governmental Authority or to any third party to the extent necessary to comply with any Applicable Laws, except as and any applicable regulation, decision, rule, subpoena or order of the CPUC, CEC, FERC, any administrative agency, legislative body or other tribunal (other than those entities set forth in Section 15.329.02(c)), any exchange, Control Area or CAISO rule, or any discovery or data request of a party to any proceeding pending before any of the foregoing. All The Parties may disclose Confidential Information shall remain to the property extent necessary to comply with any subpoena or order of court or judicial entity having jurisdiction over the disclosing Party (other than those entities set forth in Section 29.02(b)), or in connection with a discovery or data request of a party to any proceeding before any of the foregoing. Buyer may disclose the Product or any applicable portion of the Product, including any amounts of Flexible Capacity and Inflexible Capacity, under this Agreement to any Governmental Authority, the CPUC, the CAISO in order to support its Compliance Showings, if applicable, and Seller may disclose the transfer of the Product and the applicable Expected Contract Quantity and any amounts of Flexible Capacity and Inflexible Capacity for each day of each Showing Month during any RA Delivery Period under this Agreement to the SC of each Storage Unit in order for such SC to timely submit accurate Supply Plans; provided, that each disclosing Party shall use reasonable efforts to limit, to the extent possible, the ability of any such applicable Governmental Authority, CAISO, or SC to further disclose such information. In addition, in the event Buyer resells all or any portion of the Product to another party or the Product is to be provided to another party in accordance with Section 1.01(f), Buyer shall be returned permitted to disclose to the disclosing other party to such transaction all such information necessary to effect such transaction. Duty to Seek Protection. In connection with requests or orders to produce Confidential Information protected by this Agreement in the circumstances provided in Section 29.02(c) (by deposition, interrogatories, requests for information or documents, subpoena, order or similar legal process) each Party (i) will promptly notify the other Party of the existence, terms, and circumstances of such requirement(s) so that such other Party may seek an appropriate protective order or waive compliance with the provisions of this Agreement, and (ii) will, and will cause its Representatives to, cooperate fully with such other Party in seeking to limit or prevent such disclosure of such Confidential Information. If a Party or destroyed after its Representatives are, in the receiving Party’s need written opinion of its legal counsel, and notwithstanding compliance with Section 29.03(a) compelled to make disclosure in response to a requirement described in Section 29.03(a) or stand liable for it has expired contempt or upon suffer other penalty, the request compelled person may disclose only that portion of the disclosing PartyConfidential Information protected by this Agreement which it is legally required to disclose and will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information protected by this Agreement.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding For a period commencing on this date and ending on the financing, design, operation and maintenance tenth (10th) anniversary after the termination of the System or Agreement, the Receiving Party shall treat as confidential all of Purchaserthe Disclosing Party’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding and shall not use such Confidential Information for any purpose whatsoever other than for the facilities or plans of purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the otherforegoing, the receiving Receiving Party shall (a) protect the Confidential Information from disclosure to third parties with use the same degree of care accorded and means that it utilizes to protect its own confidential information of a similar nature, but in any event not less than reasonable care and proprietary informationmeans, and (b) refrain from using such Confidential Information, except in to prevent the negotiation and performance unauthorized use or the disclosure of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, Third Parties. The Confidential Information may be disclosed only to employees or contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided Receiving Party with a “need to know” who are instructed and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of agree not to disclose the Confidential Information shall be informed by and not to use the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Articleany purpose, except as set forth herein; provided, however, in Section 15.3the case of BDI Group, the term “employees or contractors of a Receiving Party” shall include employees of each of those of BDI Group and any contract research organizations with whom BDI Group has written agreements pursuant to which such contract research organization is performing or will perform work under a project and is bound by an obligation of confidence to BDI Group that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Group. All The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer, or otherwise modify any Confidential Information shall remain received hereunder and the property mingling of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request Confidential Information with information of the disclosing PartyReceiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under its performance of this Agreement, or if in the Agreement or course of negotiating the this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may with the consent of the other Party (such consent not to be unreasonably conditioned, delayed or withheld, provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors attorneys, accountants and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3Representatives. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of PurchaserHost’s business (“Confidential Information”) to the other or, if in the course of performing under the this Agreement or negotiating the Agreement this Agreement, a Party learns Confidential Information regarding the facilities or plans of the otherother Party, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the this Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultantsconsultants (collectively, “Representatives”), and Affiliates, lendersLenders, and potential assignees of the this Agreement or acquirers purchasers of the property of Provider or its Affiliates (provided and on condition that such potential assignees or purchasers be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessarynecessary to the negotiation and performance of this Agreement. Each such recipient of Confidential Information shall be informed in writing by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party.

Confidentiality Obligation. If either Party provides confidential informationDuring the Term of this Agreement and for a period of five (5) years thereafter, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation RJRTC and maintenance of the System or of Purchaser’s business (“each B.A.T. Customer receiving Confidential Information”) Information as a "Receiving Party" shall maintain in confidence all Confidential Information disclosed to it by the other orParty, if in the course of performing under the Agreement or negotiating the Agreement as a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. "Disclosing Party." Notwithstanding the aboveforegoing, a Party may provide such Confidential Information subject to its officersSub-Section 5.2, directors, members, managers, employees, agents, contractors RJRTC's and consultants, and Affiliates, lenders, and potential assignees each B.A.T. Customer's respective obligations of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (confidentiality with respect to the other Party) 's Trade Secrets, including the B.A.T. Customer's Specifications, shall be perpetual. Neither RJRTC nor any B.A.T. Customer will use, disclose or grant the use of such Confidential Information except as expressly authorized by this Agreement. To the extent that disclosure is authorized by this Agreement, the Receiving Party shall obtain prior agreement from its employees, representatives and contracting parties to whom disclosure is to be made to hold in confidence and not make use of such information for any breach purpose other than those purposes permitted by this Agreement. RJRTC and each B.A.T. Customer, as a Receiving Party, will use at least the same standard of this provision by care (but not less than a reasonable standard of care) as it uses to protect its own proprietary and Trade Secret information to ensure that such employees, representatives and contracting parties do not disclose or make any entity to whom that Party improperly discloses unauthorized use of such Confidential Information. RJRTC and each B.A.T. Customer, as a Receiving Party, will promptly notify the other upon discovery of any unauthorized use or disclosure of Confidential Information. The terms Receiving Party shall be responsible to the Disclosing Party for any loss of Confidential Information of the Agreement (but not its execution Disclosing Party or existence) shall be considered Confidential Information for purposes breach of the provisions of this ArticleSub-Section 5.1 by any employee, except as set forth in Section 15.3. All Confidential Information shall remain the property representative or contracting party of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Receiving Party.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the a System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the or negotiating this Master Agreement or negotiating the Agreement any SPPA, a Party learns Confidential Information regarding the facilities or plans of the otherother Party, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary informationinformation (but in no event less than a reasonable degree of care), and (b) refrain from using such Confidential Information, except in the negotiation and performance of this Master Agreement and any applicable SPPA. For the Agreementavoidance of doubt, the information in the Exhibits and Schedules of the Master Agreement or any SPPA, as applicable, are considered by Provider to be trade secrets and are thus exempt for purposes of any applicable Freedom of Information Act or other Applicable Laws which may appropriately apply to Purchaser. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors contractors, accountants, attorneys, and consultants, and Affiliates, lendersLenders, Financing Parties and potential assignees of the this Master Agreement or an SPPA or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessarynecessary to the negotiation and performance of the Agreement. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed legally obligated to treat keep such information confidentially and shall agree to abide by these provisionsconfidential. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The To the extent permitted by Applicable Law, the terms of the this Master Agreement and each SPPA (but not its the execution or existenceexistence of such agreement) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.316.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party; provided, however, regardless of any other language in this Master Agreement, the receiving Party may retain archival/electronic backup copies of the Confidential Information that have been systematically created according to information technology procedures in the ordinary course of business.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (ashall, to the extent permitted under the Maryland Public Information Act, as set forth in the State Government Article of the Annotated Code of Maryland,(a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party.Section

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted All Confidential Information received by a party hereunder (“Receiving Party”) which is furnished by or trademarked information, and/or technical information regarding the financing, design, operation and maintenance on behalf of the System or of Purchaser’s business other party (“Confidential InformationDisclosing Party”) to shall be kept strictly confidential and the other or, if in the course Receiving Party and its Representatives will not disclose any of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with in any manner whatsoever nor use the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information in any way detrimental to its officersthe Disclosing Party; provided, directorshowever, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of that (i) Confidential Information may be disclosed to the Agreement or acquirers of Provider or its Affiliates (provided and on condition that Receiving Party’s Representatives who need to know such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) information (collectively, “RepresentativesInformed Persons”)) in order to accomplish the business purpose for which the Confidential Information was disclosed, and (ii) any such Confidential Information may be disclosed to any person or entity to which the Disclosing Party consents in each case whose access is reasonably necessaryadvance in writing. Each such recipient of The Confidential Information shall not be informed disclosed to any other persons or entities who are not necessary to know such information except mentioned above in (i) and (ii) of this clause, including but not limited to employees or affiliates of the Receiving Party. The Receiving Party will take appropriate and reasonable precautions to ensure the protection, confidentiality and security of the Confidential Information including assuring that all Informed Persons are aware of the confidential or proprietary nature of the Confidential Information and have themselves signed confidentiality agreements or agreed to be bound by the terms hereof. In the event that the Receiving Party disclosing or its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar legal process or requests from the exchange rulses of Hong Kong Exchanges and Clearing Limited (HKEX))) to disclose any of the Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice of any such request or requirement so that the Disclosing Party may in its sole discretion seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, the Receiving Party or its Representatives are nonetheless, in the opinion of legal counsel who is appointed by the Receiving Party , legally compelled to disclose Confidential Information of to any tribunal or HKEX, the Receiving Party or its confidential nature and shall be directed Representatives may, without liability hereunder, disclose to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom tribunal or HKEX only that Party improperly discloses Confidential Information. The terms portion of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes which such counsel reasonably advises is legally required to be disclosed, provided that reasonable best efforts to preserve the confidentiality of this Article, except as set forth in Section 15.3. All the Confidential Information shall remain are used, including, without limitation, by cooperating with the property of Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing PartyConfidential Information by such tribunal.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient Disclosures of Confidential Information shall be informed subject to the following obligations of confidentiality and non-use. The Receiving Party shall hold in strict confidence Confidential Information received from the Disclosing Party and/or its Affiliates, and shall not distribute, disclose or disseminate Confidential Information to any third party, or anyone not authorized hereunder; The Receiving Party shall not use Confidential Information for any purpose other than the Purpose, and shall not otherwise use or exploit such Confidential Information, whether for its own benefit or the benefit of another, without the prior written consent of the Disclosing Party which consent may be withheld for any reason or for no reason at all.; The Receiving Party shall not use Confidential Information in its own operations, without the prior written consent of the Disclosing Party. which consent may be withheld for any reason or for no reason at all; The Receiving Party shall restrict access and use of Confidential Information to those of its directors, officers, employees, agents and consultants who have a definable need to know in order to facilitate the Purpose. The Receiving Party may disclose Confidential Information to members of its parent company, affiliates and consultants who have a definable need to know, provided, prior to disclosure, such entity agrees in writing to be bound by the terms of this Agreement. The Receiving Party disclosing shall be responsible to the Disclosing Party for any improper disclosure or use of Confidential Information of its confidential nature by such persons. The Receiving Party shall carefully manage all the materials provided by the Disclosing Party and shall be directed to treat such information confidentially and shall agree to abide by these provisionsnot lose or damage them. In any event, each The Receiving Party shall be liable (with respect if the confidential materials are lost or damaged due to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Informationits poor management. The terms of the Agreement (but not its execution or existence) Receiving Party shall be considered held joint liability when the Person listed in clause 2(d) discloses the Confidential Information to third party; The Receiving Party shall meanwhile ensure that the Person listed in clause 2(d) will not reproduce the technologies under this Agreement through memory or other illegal means and / or apply them for purposes of this Article, except as set forth in Section 15.3. All patents related to intellectual rights or other commercial purpose; If the Receiving Party generates an internal work product containing Confidential Information (including, without limitation, notes, extracts, paraphrased texts and references from which the substance of Confidential Information may be implied or otherwise understood), then such internal work product shall remain the property of the disclosing Party be governed by this Agreement and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Partytreated as Confidential Information.

Confidentiality Obligation. If either Party the SPD provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted copy righted or trademarked information, and/or and / or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“"Confidential Information”") to the other Purchaser or, if in the course of performing under the Agreement or negotiating the Agreement a Party Purchaser learns Confidential Information regarding the facilities or plans of the otherSolar Power Developer, the receiving Party Purchaser shall (a) protect the Confidential Information information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party Purchaser may provide such Confidential Information to its officers, directors, membersmanager, managers, employees, agents, contractors employees and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “collectively "Representatives”"), in each case whose access is reasonably necessarynecessary for purposes of the Agreement. Each such recipient of Confidential Information confidential information shall be informed by the Party disclosing Confidential Information Purchaser of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party Purchaser shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party it improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3. All Confidential Information shall remain the property of the disclosing Party SPD and shall be returned to the disclosing Party or destroyed to. It after the receiving Party’s Purchaser's need for it has expired or upon the request of the disclosing Party.Solar Power Developer. If the Purchaser provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copy righted or trademarked information, ("Confidential Information") to the SPD or, if in the course of performing under the Agreement or negotiating the Agreement the SPD learns Confidential Information regarding the facilities Or plans of the Purchaser, the SPD shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and

Confidentiality Obligation. If either Party provides confidential informationEach party (in such capacity, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance “Receiving Party”) shall hold the Confidential Information (as defined below) of the System other party (in such capacity, the “Disclosing Party”) in strict confidence. Each party shall take all reasonable steps to assure that any material or information considered by either party to be confidential which has or will come into the possession or knowledge of Purchaserthe other in connection with this Agreement shall not be disclosed to others, in whole or in part, without the prior written permission of the other party or as otherwise provided herein. In addition, each party agrees not to use, disclose or distribute any Confidential Information except as necessary to perform the terms of this Agreement. Each party warrants that it will protect and maintain the other party’s business (“Confidential Information with reasonable care, which shall not be less than the degree of care it uses to protect and maintain is own Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns . Each party represents and agrees that it shall not disclose Confidential Information regarding the facilities or plans of the other, the receiving Party shall on other than a “need to know basis” and then only to (a) protect the Confidential Information from Receiving Party’s employees, officers or agents engaged in a use permitted hereby, (b) affiliates of Receiving Party provided they shall be restricted in use and subsequent disclosure to third parties with the same degree of care accorded its own confidential and proprietary informationextent as Receiving Party, and (bc) refrain from using such third party service providers of Receiving Party and Receiving Party’s affiliated and subsidiary companies solely for use in connection with the provision of services to Receiving Party and affiliated and subsidiary companies; provided that Receiving Party’s third party service providers shall in advance sign a confidentiality agreement that includes reasonable nondisclosure provisions and that is no less restrictive than the terms of this Agreement. The Receiving Party shall not duplicate any material containing Confidential Information, Information except in the negotiation and direct performance of the its obligations under this Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party.

Confidentiality Obligation. (a) If either Party the Power Producer provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted copy righted or trademarked information, and/or and / or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“"Confidential Information”") to the other Purchaser or, if in the course of performing under the Agreement or negotiating the Agreement a Party Purchaser learns Confidential Information regarding the facilities or plans of the otherPower Producer, Purchaser shall (a) protect the Confidential information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, Purchaser may provide such Confidential Information to its officers, directors, manager, employees and Affiliates (collectively "Representatives"), in each case whose access is reasonably necessary for purposes of the Agreement. Each such recipient of Confidential information shall be informed by Purchaser of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. Purchaser shall be liable for any breach of this provision by any entity to whom it improperly discloses Confidential Information. All Confidential Information shall remain the property of the Power Producer and shall be returned to. it after Purchaser's need for it has expired or upon the request of the Power Producer. If the Purchaser provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copy righted or trademarked information, ("Confidential Information") to the Power Producer or, if in the course of performing under the Agreement or negotiating the Agreement the Power Producer learns Confidential Information regarding the facilities Or plans of the Purchaser, the receiving Party Power Producer shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party the Power Producer may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors employees and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “"Representatives”"), in each case whose access is reasonably necessarynecessary for purposes of the Agreement. Each such recipient of Confidential Confidential. Information shall be informed by the Party disclosing Confidential Information Power Producer of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party The Power Producer shall be liable (with respect to the other Party) for any breach breach, of this provision by any entity to whom that Party it improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3. All Confidential Information shall remain the property of the disclosing Party Purchaser and shall be returned to the disclosing Party or destroyed it after the receiving Party’s Power Produce's need for it has expired or upon the request of the disclosing PartyPurchaser.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation Each party acknowledges and maintenance agrees that all of the System or of Purchaserother party’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect and the Confidential Information from disclosure jointly developed by the Mayo/CGI/Company May 21, 2013 parties subsequent to third parties with the same degree date of care accorded its own this Agreement, is confidential and proprietary information, proprietary. Each party agrees to hold the other party’s Confidential Information in strict confidence and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide agrees not to use or disclose such Confidential Information or any jointly developed Confidential Information to any third party for any purpose other than as permitted or required hereunder. Each party shall take the same reasonable measures necessary to prevent any disclosure by its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees or consultants of the Agreement or acquirers other party’s Confidential Information as it applies to the protection of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of own Confidential Information) (collectively, “Representatives”)including, in each case whose access is reasonably necessary. Each such recipient without limitation, the use of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any eventappropriate non-disclosure agreements with employees, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution agents, contractors, or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3consultants. All Confidential Information provided by one party to the other party hereunder, shall remain the property of the disclosing party. The Receiving Party shall, within ten days of a written request to do so or within thirty (30) days of termination of this Agreement, return to the Disclosing Party, or at the Receiving Party’s option, destroy all Confidential Information that has been provided in tangible form and shall, unless prohibited by law, destroy or otherwise render unintelligible all other Confidential Information. All Confidential Information jointly developed by CGI and Mayo shall be returned jointly owned by CGI and Mayo, with each party having an undivided interest therein. Each of CGI and Mayo shall be entitled to the disclosing Party retain a copy or destroyed after the receiving Party’s need for it has expired or copies of any jointly developed Confidential Information upon the request termination of the disclosing Partythis Agreement, subject to each party’s obligations with respect to such jointly developed Confidential Information as set forth in this Agreement.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) Prior to the other orClosing Date and after any termination of this Agreement, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary informationBuyer will hold, and (b) refrain from using such Confidential Informationwill use its best efforts to cause their respective Representatives to hold, except in confidence, unless compelled to disclose by applicable Law, all confidential documents and information concerning the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information Business or Seller furnished to its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider Buyer or its Affiliates (provided and on condition in connection with the transactions contemplated by this Agreement, except to the extent that such potential assignees information can be bound shown to have been (i) previously known on a non-confidential basis by a written agreement restricting use Buyer, (ii) in the public domain through no fault of Buyer or (iii) later lawfully acquired by Buyer from sources other than Seller; provided that Buyer may disclose such information to its Representatives in connection with the transactions contemplated by this Agreement and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each the Ancillary Agreements so long as such recipient of Confidential Information shall be Persons are informed by Buyer of the Party disclosing Confidential Information of its confidential nature of such information and shall be directed are obligated to treat such information confidentially confidentially. The obligation of Buyer to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. If this Agreement is terminated, Buyer will, and will use its best efforts to cause its Representatives to, in its own discretion choose to destroy or deliver to Seller, upon request, all documents and other materials, and all copies thereof, obtained by Buyer or on its behalf from Seller in connection with this Agreement or the Ancillary Agreements that are subject to such confidence. Upon Closing, the obligations of the Parties under this Section 5.10 shall agree be such that (i) all confidential information of Seller Group relating to abide by these provisions. In any eventthe Purchased Assets, Target Companies, Assumed Liabilities, Transferred Employees or the Business (other than confidential information included in the Excluded Assets or Excluded Liabilities) shall constitute confidential information of Buyer, irrespective of whether such information was identified or otherwise designated as “confidential,” and each Non-Buyer Party shall be liable (deemed the recipient or receiving party in respect of such information and Buyer the disclosing party with respect to the other Partythereto; (ii) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party.with ASIA 34949044 61

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and contractors, consultants, and Affiliates, lenderslenders (existing or potential), investors (existing or potential) and potential third-party assignees of the Agreement or third-party acquirers of Provider ForeFront Power or its Affiliates (provided and on condition that such potential third-party assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party.

Confidentiality Obligation. If Neither an Agreement nor information or documents that come into the possession of a Party by means of the other Party may be used or communicated to Persons (other than the Parties) without the consent of the other Party, which shall not be unreasonably withheld, except that either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted shall have the right to disclose such information or trademarked information, and/or technical information regarding documents without obtaining the financing, design, operation and maintenance other Party’s prior consent in any of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall situations described below: (a) protect to accountants, other professional consultants or underwriters, provided such disclosure is solely to assist the Confidential Information from disclosure purpose for which the aforesaid were so engaged and further provided that such Persons agrees or is obligated by professional standards to third parties with the same degree hold such information or documents under terms of care accorded its own confidential and proprietary informationconfidentiality equivalent to this Section 15.1, and for the benefit of the Parties; (b) refrain from using to lenders and other providers or prospective providers of finance to either Party; (c) to bona fide potential equity investors; (d) to bona fide prospective purchasers of all or a part of a Party’s or its Affiliate’s business, and bona fide prospective assignees of all or part of a Party’s interest in an Agreement, provided that such Confidential InformationPersons agree to hold such information or documents under terms of confidentiality equivalent to this Section 15.1, except in and for the negotiation and performance benefit of the Agreement. Notwithstanding Parties; (e) to legal counsel, provided such disclosure is solely to assist the abovepurpose for which the aforesaid were so engaged; (f) to a court, Governmental Authority or stock exchange, if required by any court of law or any law, rule, or regulation, or if requested by a Governmental Authority (including the United States Securities and Exchange Commission) having or asserting jurisdiction over a Party may provide and having or asserting authority to require such Confidential Information disclosure in accordance with that authority, or pursuant to its officersthe rules of any recognised stock exchange or agency established in connection therewith; (g) to prospective assignees permitted under Section 16, directorsto prospective and actual LNG suppliers, members, managers, employees, agents, contractors and consultantsrelevant operators, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”)Transporters, in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect only to the other Party) extent required for any breach the execution and/or administration of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party.contracts with such Persons;

Confidentiality Obligation. If either Each Party provides shall, and shall cause its Affiliates to, keep confidential information(a) the existence and content of this Agreement, including business plansthe other Transaction Documents and any related documentation, strategiesand (b) other information of a non-public nature received from any other Party or its Representatives, financial informationor prepared by such Party or its Representatives, proprietaryexclusively in connection herewith or therewith (collectively, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if unless in the course case of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect above, the Purchasers shall mutually agree otherwise in writing, and in the case of (b) above, the Party or Parties to which such nonpublic information relates shall consent in writing; provided that any Party may disclose Confidential Information from or permit the disclosure of Confidential Information (A) to third parties the extent legally compelled (including without limitation, pursuant to any applicable tax, securities, or other Laws of any jurisdiction); provided that such Party shall, where practicable and to the extent permitted by applicable Laws, provide the other Parties with prompt written notice of that fact, consult with the same degree other Parties regarding such disclosure, and at the request of care any other Party, seek (with the cooperation and reasonable efforts of the other Parties) a protective order, confidential treatment or other appropriate remedy; and in any event, such Party shall furnish only that portion of the information which is legally required to be disclosed and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information, (B) to its own confidential Representatives, (C) in the case of a Purchaser, to its auditors, counsel, directors, officers, employees, fund manager, shareholders and proprietary informationpartners, and (bD) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officerscurrent or bona fide prospective Purchasers, directors, members, managers, employees, agents, contractors investment bankers and consultants, and Affiliates, lenders, and potential assignees of the Agreement any Person otherwise providing substantial debt or acquirers of Provider or its Affiliates (provided and on condition that equity financing to such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”)Party, in each case whose access is reasonably necessary. Each of (B) through (D) above, strictly on a need-to-know basis and only where such recipient of Party advises each Person to whom any Confidential Information shall be informed by is so disclosed as to the Party disclosing Confidential Information of its confidential nature thereof and shall be directed such Person is subject to treat such information confidentially and shall agree appropriate nondisclosure obligations substantially similar to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as those set forth in this Section 15.36.3. All Confidential Information Notwithstanding the foregoing, ALLO shall remain be permitted to disclose such information as required by the property rules and regulations of the New York Stock Exchange and the U.S. Securities and Exchange Commission (as determined by ALLO) without being subject to the obligations in the proviso in sub-paragraph (A) above. For the avoidance of doubt, “Confidential Information” does not include information that (i) was already in the possession of the receiving Party before such disclosure by the disclosing Party, (ii) is or becomes available to the public other than as a result of disclosure by the receiving Party and shall be returned in violation of this Section 6.3, (iii) is or becomes available to the receiving Party from a third party who has no confidentiality obligations to the disclosing Party Party, or destroyed after (iv) was independently developed by the Representatives of the receiving Party’s need for it has expired or upon the request of the disclosing PartyParty who had no access to any Confidential Information.

Confidentiality Obligation. If either Party provides confidential informationinformation and such designation has been expressly communicated to the other Party (it being understood that the terms and conditions of this Agreement shall be deemed to have been designated confidential without further communication), including business plans, strategies, financial information, proprietarypro- prietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of PurchaserTown of Bedford’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider Lodestar or its Affiliates (provided and on condition that such potential assignees or acquirers be bound by a written agreement restricting use and disclosure of Confidential InformationInfor- mation) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existenceexist- ence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.313.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party. Notwithstanding the foregoing, any infor- mation designated as confidential shall no longer be considered confidential five (5) years after it has been communicated to the other Party unless the Party disclosing such information to the other renews in writing its assertion of confidentiality and specifies the information considered to be confidential.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding Each party that receives Confidential Information (in such capacity the financing, design, operation and maintenance “Receiving Party”) from the other party (in such capacity the “Disclosing Party”) shall hold such Confidential Information of the System or of Purchaser’s business (“Confidential Information”) to the other or, if Disclosing Party in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving strict confidence. The Receiving Party shall (a) protect have the limited right to use the Confidential Information from disclosure only for the purposes of fulfilling its commitments and obligations to third parties with the same degree Disclosing Party under this Agreement and for no other purpose. Except as permitted in the foregoing sentence or by prior written consent of care accorded its own confidential the Disclosing Party, the Receiving Party shall not use, disclose or distribute to any person, firm or entity any Confidential Information and proprietary informationshall not permit any person, and (b) refrain from using such firm or entity to use, disclose or distribute any Confidential Information, except in ; provided that the negotiation and performance of the Agreement. Notwithstanding the above, a Receiving Party may provide disclose or distribute such Confidential Information to the following: (i) its officers, directorsemployees and directors who have a business need to know such Confidential Information; and (ii) its attorneys, membersaccountants, managers, employeesconsultants, agents, independent contractors or professional advisors (the “Receiving Party Agents”) who (y) have a business need to know such Confidential Information and consultants(z) are subject to fiduciary, professional or written obligations of confidentiality substantially similar to, and Affiliatesno less restrictive than, lendersthe obligations set forth herein. The Receiving Party shall be responsible for ensuring that the Receiving Party Agents comply with the terms of this Agreement and shall remain ultimately responsible for the use, and potential assignees of the Agreement disclosure or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient distribution of Confidential Information shall be informed by the Receiving Party disclosing Agents. Any failure by the Receiving Party Agents to comply with the terms hereof shall constitute a material breach of this Agreement by the Receiving Party. Except in connection with the purposes identified above, the Receiving Party shall not copy or otherwise reproduce, or permit to be copied or otherwise reproduced, all or any part of the Disclosing Party’s Confidential Information without the prior written consent of the Disclosing Party. Confidential Information of its confidential nature AssetMark and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party.RUS

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation Recipient will hold and maintenance of the System or of Purchasermaintain Discloser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans in strictest confidence for a period of the otherthree (3) years, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with exercising at least the same degree of care accorded as Recipient customarily exercises to protect its own confidential and proprietary like information, but no less than reasonable care; provided that, with respect to Confidential Information that constitutes a trade secret under applicable law, Recipient agrees to hold and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide maintain such Confidential Information in strictest confidence until it no longer qualifies as a trade secret under applicable law. Without the prior written consent of Discloser, Recipient will not use or disclose any portion of the Confidential Information in any manner whatsoever to any person or entity other than its officers, directors, members, managersofficers, employees, attorneys, agents, contractors legal counsel, or consultants (each a “Representative”) who reasonably need access to the Confidential Information and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or are bound to protect its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessaryconfidentiality. Each such recipient of Confidential Information Party shall be informed take reasonable steps to ensure compliance with this Agreement by the Party disclosing Confidential Information of its confidential nature Representatives, and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) responsible for any breach of this provision Agreement by its Representatives. Recipient shall not reverse engineer, disassemble, or decompile any entity to whom prototypes, software, samples or other elements that Party improperly discloses embody Discloser’s Confidential Information. The terms Each Party agrees that it and its agents, representatives and employees shall not use, reproduce, distribute or disclose the Information in any way that is detrimental to the other Party. Recipient shall have the right to refuse to accept any of the Agreement (but not its execution or existence) shall be considered Discloser’s Confidential Information for purposes under this Agreement prior to any disclosure. Recipient shall promptly notify Discloser of this Article, except as set forth in Section 15.3. All any actual or suspected unauthorized use or disclosure of Discloser’s Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Partywhich Recipient becomes aware.

Confidentiality Obligation. If either Each Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”a "Recipient") to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect keep the Confidential Information from disclosure to third parties with of the same degree of care accorded its own other Party (the "Discloser") secret and confidential and proprietary information, and shall not (b) refrain from using such Confidential Information, except in without the negotiation and performance prior written consent of the Agreement. Notwithstanding the above, a Party may provide such Discloser) disclose any part of that Confidential Information to any person other than to its employees, officers, directors, membersagents, managersservice providers, or contractors (the “Authorized Recipients”) who require access to that Confidential Information in order for the Recipient to perform its obligations under these Terms and Conditions or receive the benefit of its rights under these Terms and Conditions. Recipient and its Authorized Recipients shall not (without the prior written consent of the Discloser) use the Confidential Information except for the exclusive purpose of performing its obligations under these Terms and Conditions or receiving the benefit of its rights under these Terms and Conditions. Each party shall be responsible for the acts and omissions of its employees, officers, directors, agents, contractors and consultantsservice providers or contractors. This section above shall not apply to: - Any Confidential Information which is or passes into the public domain, and Affiliates, lenders, and potential assignees other than directly or indirectly as a result of or in connection with any act or default of the Agreement Recipient or acquirers any of Provider its Authorized Recipients in breach of these Terms and Conditions; - Any Confidential Information held by the Recipient prior to disclosure of such Confidential Information by the Discloser to the Recipient; - The use or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information legally obtained by a third party not prohibited from disclosing such information by a legal, contractual or fiduciary obligation; - Any information independently developed by a Party without the use of the other Party’s Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient ; When disclosure of Confidential Information is required by any applicable legislation or any court or judicial or administrative authority of competent authority, or by any third party data supplier for the proper performance of the Services, the Recipient shall be informed by the Party disclosing disclose Confidential Information to the aforementioned third parties provided however, that prior to making any such disclosure, the disclosing party promptly notifies the other party of its confidential nature such requirement or request (where allowed by law to do so), and shall be directed allows the other party the reasonable opportunity to treat exhaust all reasonable legal and equitable channels for maintaining such information confidentially and shall agree in confidence. When a party becomes legally compelled to abide by these provisions. In any eventdisclose Confidential Information as set out above, each Party shall such party agrees to provide only that portion of the Confidential Information which is legally required provided that the such party obtains assurances that confidential treatment will be liable (with respect afforded to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution This confidentiality obligation shall continue without limitation or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed termination even after the receiving Party’s need for it has expired or upon the request termination of the disclosing PartyAgreement and these Terms and Conditions.

Confidentiality Obligation. If either The Receiving Party provides shall treat as confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance all of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Disclosing Party's Confidential Information regarding and shall not use such Confidential Information except as expressly permitted under this Agreement. Without limiting the facilities or plans of the otherforegoing, the receiving Receiving Party shall (a) protect the Confidential Information from disclosure to third parties with use the same degree of care accorded and means that it utilizes to protect its own confidential information of a similar nature, but in any event not less than reasonable care and proprietary informationmeans, and (b) refrain from using such Confidential Information, except in to prevent the negotiation and performance unauthorized use or the disclosure of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, third parties. The Confidential Information may be disclosed only to employees or contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided Receiving Party with a "need to know" who are instructed and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of agree not to disclose the Confidential Information shall be informed by and not to use the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Articleany purpose, except as set forth herein; provided, however, in Section 15.3the case of 3Com, the term "employees or contractors of a Receiving Party" shall include employees and contractors of 3Com and its Authorized Agents (but with respect to Authorized Agents who are not Affiliates disclosure shall be limited to the extent necessary to enable such Authorized Agents to purchase under this Agreement). All The Receiving Party shall have appropriate written agreements with any such employees or contractors sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer, or otherwise modify any Confidential Information shall remain received hereunder and the property mingling of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request Confidential Information with information of the disclosing PartyReceiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.

Confidentiality Obligation. If The Off-Taker shall act in accordance with the provisions of M.G.L. Chapter 4, Section 7, and M.G.L. Chapter 66, Section 10, and other applicable statutes, if any, relative to any requests for public information concerning sections 3.5 and 4.1 through 4.4 as well as Schedule 1 of this Agreement received from a third party. Consistent with the foregoing, if either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding and such designation has been expressly communicated to the financing, design, operation other Party (it being understood that the terms and maintenance conditions of the System or of Purchaser’s business this Agreement shall be deemed to have been designated confidential in writing without further communication) (“Confidential Information”) to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. For the avoidance of doubt, any list of Participating Low-Income Customers or any account information related to the Participating Low-Income Customers including, without limitation, account number, historic usage data, metering, and billing and payment information shall be considered Confidential Information. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.313.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party.

Confidentiality Obligation. If either Each Party provides agrees that such Party will, and will cause its Affiliates and Representatives to, keep confidential informationand will not disclose, including business plansdivulge, strategiesor use for any purpose (i) the existence and content of this Agreement, financial informationand (ii) other information of a non-public nature received from any other Party or its Representatives, proprietaryor prepared by such Party or its Representatives, patentedin connection herewith or therewith, licensed(collectively, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”); 30 Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA has determined that the information (i) is not material and (ii) would likely cause competitive harm to ADC Therapeutics SA if publicly disclosed. provided that any Party may disclose Confidential Information to the other or, if in the course of performing under the Agreement or negotiating the Agreement a Party learns extent that such Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect is known or becomes known to the Confidential Information from disclosure to third parties with the same degree public in general (other than as a result of care accorded its own confidential and proprietary informationa breach of this Section 6.1 by such Party), and (b) refrain from using is or has been independently developed or conceived by such Party or its Representatives without use of the Confidential Information, except or (c) is or has been made known or disclosed to such Party by a third party without a breach of any obligation of confidentiality such third party may have to any other Party or its Representatives; provided further that any Party may disclose Confidential Information (i) to its Affiliates, attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with its investment in the negotiation Company; (ii) to any prospective purchaser of any Registrable Securities from such Party, if such prospective purchaser agrees to be bound by the provisions of this Section 6.1; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Party in the ordinary course of business, provided that such Party informs such Person that such information is confidential and performance directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by applicable Law, regulation, rule, court order or subpoena (including the rules and regulations of the AgreementSEC), provided further that in the case of sub-paragraph (iv), such Party shall, to the extent permitted by applicable Law, promptly notify the other Parties of such disclosure, consult with the other Parties regarding such disclosure, and at the request of any other Party, seek (with the cooperation and reasonable efforts of the other Parties) a protective order, confidential treatment or other appropriate remedy to minimize the extent of any such required disclosure, and furnish only that portion of the information which is legally required to be disclosed and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information. Notwithstanding the aboveforegoing or any other provision in this Agreement to the contrary, a Party may provide ADCT shall be permitted to disclose such Confidential Information to its officers, directors, members, managers, employees, agents, contractors information as required by the rules and consultants, and Affiliates, lenders, and potential assignees regulations of the Agreement or acquirers of Provider or its Affiliates New York Stock Exchange and the SEC (provided and on condition that such potential assignees be bound as determined by a written agreement restricting use and disclosure of Confidential InformationADCT) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect without being subject to the other Partyobligations in the proviso in sub-paragraph (iv) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Partyabove.

Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding It is contemplated that in the financing, design, operation and maintenance course of the System or performance of Purchaser’s business this Agreement each Party may, from time to time, disclose proprietary and confidential information to the other (“Confidential Information”) ). Except to the other or, if in the course of performing under the extent expressly authorized by this Agreement or negotiating otherwise agreed to in writing, during the Agreement Term and for a Party learns Confidential Information regarding period of five (5) years following the facilities expiration or plans termination of the otherthis Agreement, the receiving Party shall (a) protect disclose the other Party’s Confidential Information from disclosure only to third parties with the same degree of care accorded its own confidential and proprietary information, and (bor its Affiliates’) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, consultants, Third Party service providers, attorneys, accountants, agents, contractors and consultants, and Affiliatesbankers, lenders, prospective lenders and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided prospective equity investors, and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement or in accordance with customary permitted practice (such recipient of Confidential Information as to seek or maintain financing or credit), and such disclosure shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect limited to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Informationmaximum extent possible consistent with such responsibilities and rights. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except Except as set forth in Section 15.3. All the foregoing sentence, neither Party shall disclose Confidential Information shall remain the property of the disclosing other to any Third Party without the other’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate) shall be returned pursuant to the disclosing terms of a non-disclosure/nonuse agreement no less restrictive than this Section 13 (or, in the case of attorneys, to a duty and obligation of nondisclosure/nonuse pursuant to the applicable rules of the profession). The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate) shall be responsible and liable for any disclosure or use by such Third Party or destroyed Affiliate (or its disclosees) which would have violated this Agreement if committed by the Party itself. Neither Party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement or in accordance with the exercise of their rights under this Agreement or in accordance with customary permitted practice (such as to seek or maintain financing or credit) or and, after the receiving Term, by Qualigen only to the extent required to continue to offer and provide goods and services to former Sekisui customers of Products. Each Party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other’s request, promptly shall return or destroy all the Confidential Information disclosed to the other Party pursuant to this Agreement, including all copies, reflections, analyses and extracts of documents, except for one archival copy (and such electronic copies that exist as part of the Party’s need for it has expired computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement. The non-use and non-disclosure obligations set forth in this Section 13 shall not apply to any Confidential Information, or upon portion thereof, that the request of the disclosing Party.receiving Party can demonstrate:

Confidentiality Obligation. (a) If either Party the Power Producer provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted copy righted or trademarked information, and/or and / or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“"Confidential Information”") to the other Purchaser or, if in the course of performing under the Agreement or negotiating the Agreement a Party Purchaser learns Confidential Information regarding the facilities or plans of the otherPower Producer, the receiving Party Purchaser shall (a) protect the Confidential Information information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party Purchaser may provide such Confidential Information to its officers, directors, membersmanager, managers, employees, agents, contractors employees and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “collectively "Representatives”"), in each case whose access is reasonably necessarynecessary for purposes of the Agreement. Each such recipient of Confidential Information information shall be informed by the Party disclosing Confidential Information Purchaser of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party Purchaser shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party it improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3. All Confidential Information shall remain the property of the disclosing Party Power Producer and shall be returned to the disclosing Party or destroyed to. it after the receiving Party’s Purchaser's need for it has expired or upon the request of the disclosing Party.Power Producer. If the Purchaser provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copy righted or trademarked information, ("Confidential Information") to the Power Producer or, if in the course of performing under the Agreement or negotiating the Agreement the Power Producer learns Confidential Information regarding the facilities Or plans of the Purchaser, the Power Producer shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and

Confidentiality Obligation. If either Each Party provides shall, and shall cause its Affiliates to, keep confidential information(a) the existence and content of this Agreement, including business plansthe other Transaction Documents and any related documentation, strategiesand (b) other information of a non-public nature received from any other Party or its Representatives, financial informationor prepared by such Party or its Representatives, proprietaryexclusively in connection herewith or therewith (collectively, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if unless in the course case of performing under the Agreement or negotiating the Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect above, the Investors shall mutually agree otherwise in writing, and in the case of (b) above, the Party or Parties to which such nonpublic information relates shall consent in writing; provided that any Party may disclose Confidential Information from or permit the disclosure of Confidential Information (A) to third parties the extent legally compelled (including without limitation, pursuant to any applicable tax, securities, or other Laws of any jurisdiction); provided that such Party shall, where practicable and to the extent permitted by applicable Laws, provide the other Parties with prompt written notice of that fact, consult with the same degree other Parties regarding such disclosure, and at the request of care any other Party, seek (with the cooperation and reasonable efforts of the other Parties) a protective order, confidential treatment or other appropriate remedy; and in any event, such Party shall furnish only that portion of the information which is legally required to be disclosed and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information, (B) to its own confidential Representatives, (C) in the case of an Investor, to its auditors, counsel, directors, officers, employees, fund manager, shareholders and proprietary informationpartners, and (bD) refrain from using such Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officerscurrent or bona fide prospective investors, directorsinvestment bankers and any Person Certain confidential information contained in this document, membersmarked by [**], managers, employees, agents, contractors has been omitted because ADC Therapeutics SA has determined that the information (i) is not material and consultants, and Affiliates, lenders, and potential assignees of the Agreement (ii) would likely cause competitive harm to ADC Therapeutics SA if publicly disclosed. otherwise providing substantial debt or acquirers of Provider or its Affiliates (provided and on condition that equity financing to such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”)Party, in each case whose access is reasonably necessary. Each of (B) through (D) above, strictly on a need-to-know basis and only where such recipient of Party advises each Person to whom any Confidential Information shall be informed by is so disclosed as to the Party disclosing Confidential Information of its confidential nature thereof and shall be directed such Person is subject to treat such information confidentially and shall agree appropriate nondisclosure obligations substantially similar to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of the Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as those set forth in this Section 15.36.5. All Confidential Information Notwithstanding the foregoing, ADCT shall remain be permitted to disclose such information as required by the property rules and regulations of the New York Stock Exchange and the U.S. Securities and Exchange Commission (as determined by ADCT) without being subject to the obligations in the proviso in sub-paragraph (A) above. For the avoidance of doubt, “Confidential Information” does not include information that (i) was already in the possession of the receiving Party before such disclosure by the disclosing Party, (ii) is or becomes available to the public other than as a result of disclosure by the receiving Party and shall be returned in violation of this Section 6.5, (iii) is or becomes available to the receiving Party from a third party who has no confidentiality obligations to the disclosing Party Party, or destroyed after (iv) was independently developed by the Representatives of the receiving Party’s need for it has expired or upon the request of the disclosing PartyParty who had no access to any Confidential Information.