Common use of Confidentiality Clause in Contracts

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party expressly undertakes to protect and to preserve the confidentiality of all information and know-how made available under or in connection with this Agreement agrees Agreement, or the parties’ activities that it shall treat are either designated as confidentialbeing confidential or which, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known nature of the circumstances surrounding the disclosure, ought in good faith to be confidential, including the investment activities treated as proprietary or holdings of the Portfolio(s) confidential (collectively, the “Confidential Information”) except ). Each party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information but in any event using a commercially reasonable standard of care, to keep confidential the extent expressly permitted or required under applicable laws and regulationsConfidential Information. All Neither party shall disclose Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing except: (a) to its employees, directors, officers, legal advisors, or auditors having a need to know such Confidential Information; (b) in accordance with a judicial or other governmental order or when such disclosure is required by law, provided that prior to such disclosure the receiving party shall not be applicable provide the disclosing party with written notice and shall comply with any protective order or equivalent; or (c) in accordance with a regulatory audit or inquiry, without prior notice to the disclosing party, provided that the receiving party shall obtain a confidentiality undertaking from the regulatory agency where possible. Neither party will make use of any Confidential Information except as expressly authorized in this Agreement or as agreed to in writing between the parties. However, the receiving party shall have no obligation to maintain the confidentiality of information that that: (a) it received rightfully from another party prior to its receipt from the disclosing party; (b) the disclosing party discloses generally without any obligation of confidentiality; (c) is publicly available when provided by the Disclosing Party or which thereafter subsequently becomes publicly available other than in contravention without the receiving party’s breach of this Agreement any obligation owed the disclosing party; or any confidentiality obligation known to (d) is independently developed by the Receiving Party, (b) shall not prevent disclosure receiving party without reliance upon or use of any Confidential Information to Information. Each party’s obligations under this clause shall survive for a period of three years following the extent necessary to render the services expiration or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions termination of this Agreement. If Notwithstanding anything to the contrary, each party to this Agreement may disclose any information with respect to the United States federal income tax treatment and tax structure (and any fact that protective order may be relevant to understanding the purported or other remedy is not obtained by claimed federal income tax treatment of the date that transaction) of the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of transactions contemplated in this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each In addition to other provisions of this Agreement related to confidentiality obligations of the parties, each party shall treat all non-public information about another party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any proprietary information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the of such other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except ). Such Confidential Information includes but is not limited to information about business operations, non-public Fund portfolio holdings, business and financial information, methods, plans, techniques, processes, documents and trade secrets of a party. Each party shall use Confidential Information only in furtherance of the purposes of this Agreement, limit access to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that within its organization to those employees who reasonably require access to such Confidential Information and shall not disclose such Confidential Information to any third parties except in connection with the obligations set forth in Section 2(t) hereof or as otherwise expressly provided for in this Agreement, and otherwise maintain policies and procedures reasonably designed to prevent disclosure of the Confidential Information. To the extent a Disclosing Party provides party discloses Confidential Information to a Receiving Party shall not be used by the Receiving Party for any purpose not third party, as permitted under this Agreement. The foregoing herein, such disclosing party (a) shall not be applicable ensure that, prior to any information that such disclosure, the recipient third party is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than subject to commercially reasonable confidentiality obligations in contravention of this Agreement or any confidentiality obligation known writing with respect to the Receiving Party, disclosed Confidential Information (or such other provisions as specified under this Agreement) and (b) shall not prevent be deemed in breach of this Section 20 for any unauthorized disclosure or use of any Confidential Information by such recipient third party. Confidential Information shall not include anything that (i) is or lawfully becomes in the public domain, other than as a result of a breach of an obligation hereunder, (ii) is furnished to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to applicable party by a third party having a lawful right to do so, (iii) was known to the applicable party at the time of the disclosure or (iv) is made subject authorized in writing by the party whose Confidential Information is to confidentiality obligationsbe disclosed. Further, and (c) shall not prevent disclosures expressly the parties are authorized to disclose Confidential Information if required by law or regulatory authorities having jurisdiction. The disclosing party shall, if permitted or required under by applicable law, rule or regulation subject to compliance with notify the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice other party of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedsuch disclosure as soon as reasonably practicable.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(sFund(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement agrees that it The Subadviser shall treat as confidentialconfidential all information pertaining to the Fund and actions of the Fund, the Adviser and the Subadviser, provided that it may disclose such information to those third parties required to carry out its duties hereunder, and not disclose the Adviser shall treat as confidential all information furnished to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) Fund or the Adviser by the other party (“Disclosing Party”) Subadviser in connection with its duties under the Agreement, provided that is marked “Confidential” or that reasonably should be known it may disclose such information to be confidential, including the investment activities or holdings of the Portfolio(s) those third parties required to carry out its duties hereunder (collectively, the “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement). The foregoing term “Confidential Information” will not include information which (ai) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than as a result of a disclosure by a receiving party in contravention violation of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure (ii) is or becomes available to a third receiving party on a nonconfidential basis from a source which, to the best knowledge of the receiving party after reasonable inquiry, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation to the other, or (iii) is independently developed without reference to or reliance on the Confidential Information. In the event that a party is made subject to confidentiality obligationsrequested pursuant to, and (c) shall not prevent disclosures expressly permitted or required under by, applicable law, rule regulation or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) legal process to disclose any of the Confidential Information, such party will promptly notify the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) disclosing party so that the Disclosing Party it may seek an appropriate a protective order or other appropriate remedy and/or or, in its sole discretion, waive the Receiving Party’s compliance with the provisions terms of this Agreement. If In the event that no such protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requestobtained, or if the Disclosing Party waives a party does not waive compliance with the provisions terms of this Agreement, the Receiving Party agrees to a party will furnish only that portion of the Confidential Information which it is advised by counsel is legally required in the reasonable opinion of its counsel, and to will exercise commercially all reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedInformation.

Confidentiality. Each In addition to other provisions of this Agreement related to confidentiality obligations of the parties, each party shall treat all non-public information about another party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any proprietary information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the of such other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except ). Such Confidential Information includes but is not limited to information about business operations, non-public Fund portfolio holdings, business and financial information, methods, plans, techniques, processes, documents and trade secrets of a party. Each party shall use Confidential Information only in furtherance of the purposes of this Agreement, limit access to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that within its organization to those employees who reasonably require access to such Confidential Information and shall not disclose such Confidential Information to any third parties except in connection with the obligations set forth in Section 2(t) hereof or as otherwise expressly provided for in this Agreement, and otherwise maintain policies and procedures reasonably designed to prevent disclosure of the Confidential Information. To the extent a Disclosing Party provides party discloses Confidential Information to a Receiving Party shall not be used by the Receiving Party for any purpose not third party, as permitted under this Agreement. The foregoing herein, such disclosing party (a) shall not be applicable ensure that, prior to any information that such disclosure, the recipient third party is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than subject to commercially reasonable confidentiality obligations in contravention of this Agreement or any confidentiality obligation known writing with respect to the Receiving Party, disclosed Confidential Information and (b) shall not prevent be deemed in breach of this Section 20 for any unauthorized disclosure or use of any Confidential Information by such recipient third party. Confidential Information shall not include anything that (i) is or lawfully becomes in the public domain, other than as a result of a breach of an obligation hereunder, (ii) is furnished to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to applicable party by a third party having a lawful right to do so, (iii) was known to the applicable party at the time of the disclosure or (iv) is made subject authorized in writing by the party whose Confidential Information is to confidentiality obligationsbe disclosed. Further, and (c) shall not prevent disclosures expressly the parties are authorized to disclose Confidential Information if required by law or regulatory authorities having jurisdiction. The disclosing party shall, if permitted or required under by applicable law, rule or regulation subject to compliance with notify the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice other party of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedsuch disclosure as soon as reasonably practicable.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s Advisers’ investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party From time to this Agreement agrees that it shall treat time during the term of the Agreement, either Party (as confidential, and not “Disclosing Party”) may disclose or make available to any third party, any information the other Party (including the Sub-Adviser’s investment advice) provided to it (as “Receiving Party”) by the non-public proprietary and confidential information that, if disclosed in writing or other party (tangible form is clearly labeled as “Disclosing Party”) that is marked “Confidentialconfidential,” or that reasonably should be known to be confidentialif disclosed orally, including the investment activities or holdings of the Portfolio(s) is identified as confidential when disclosed and promptly thereafter is summarized in writing and confirmed as confidential (collectively, “Confidential Information”); provided, however, that Confidential Information does not include any information that (i) except is or becomes generally available to the extent expressly permitted public other than as a result of Receiving Party’s breach of this section; (ii) is or required under applicable laws becomes available to Receiving Party on a non-confidential basis from a third party source, provided that such third party is not and regulations. All was not prohibited from disclosing such Confidential Information that Information; (iii) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; (iv) was or is independently developed by Receiving Party without using any Confidential Information; or (v) is disclosed to a third person by Disclosing Party provides to a without similar restrictions. Except as otherwise specified in these Service Terms and Conditions, the Receiving Party shall not be used by (x) protect and safeguard the confidentiality of Disclosing Party’s Confidential Information with at least the same degree of care as Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care, (y) not use Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services exercise its rights or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality its obligations, and (cz) shall not prevent disclosures expressly permitted disclose any such Confidential Information to any person or required under applicable lawentity, rule except to Receiving Party’s representatives who need to know the Confidential Information to assist Receiving Party, or regulation subject act on its behalf, to compliance with the followingexercise its rights or perform its obligations. If a Receiving Party becomes legally compelled (is required by interrogatories, requests for information applicable law or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) legal process to disclose any Confidential Information, the Receiving Party agrees it shall, prior to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requestmaking such disclosure, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise use commercially reasonable efforts to obtain notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other reliable assurance that confidential treatment will remedy. Each Party shall be accorded entitled to that portion injunctive relief for any violation of the Confidential Information which is being furnished or disclosedthis Section.

Confidentiality. Each party to this Agreement agrees that it The Receiving Party shall treat as confidential, maintain in confidence and not disclose to any third partyThird Party any of Disclosing Party’s Confidential Information, any using the same degree of care it uses to protect its own confidential information of a similar nature but in no event using less than a reasonable degree of care. The Receiving Party will use Disclosing Party’s Confidential Information solely as required to undertake its rights and obligations under this Agreement (including the Sub-Adviser’s investment advice) provided to it (“Receiving PartyPurpose”) by and only during the other party (“Term. For clarity, except as provided for herein, the Purpose expressly excludes any use of Disclosing Party”’s Confidential Information for (i) regulatory or patent filing purposes other than in express support of Licensed Products as permitted hereunder, or (ii) for initiation or pursuit of any proceeding to challenge the patentability, validity, or enforceability of any patent application or issued patent (or any portion thereof) that is marked owned or Controlled by Disclosing Party (including, e.g., via pre-issuance submissions, post grant review, or inter partes review). Any such excluded use is hereby deemed a material breach of this Agreement and in such event, notwithstanding anything to the contrary herein, the non-breaching Party shall have the right to terminate this Agreement immediately upon notice to the breaching Party and seek resolution of such dispute in any court of competent jurisdiction notwithstanding any provisions herein regarding resolution of disputes between the Parties; in addition to any other relief granted to the non-breaching Party, the breaching Party shall pay to the non-breaching Party all costs such non-breaching Party incurs in such proceeding including in defense of such patent application or patent. Any such payment shall be made within thirty (30) days of written demand. The Receiving Party will ensure that its employees, independent contractors, and Sublicensees (“Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential InformationRecipient Individuals”) except have access to the extent expressly permitted or required under applicable laws and regulations. All Disclosing Party’s Confidential Information that only on a Disclosing Party provides need to a know basis, are informed of all the obligations attaching to such Confidential Information in advance of being given access to it, and are required to comply with such Receiving Party’s obligations under this Agreement Receiving Party shall not be used by the Receiving fully responsible to Disclosing Party for any purpose such compliance by its Recipient Individuals. If such Recipient Individual is not permitted under this Agreement. The foregoing (a) shall not be applicable an employee of a Party hereto, then Recipient will enter into a legally binding confidentiality agreement with provisions at least as strict as the confidentiality obligations and use restrictions herein, with such Recipient Individual prior to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any ’s Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationssuch Recipient Individual, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject Receiving Party will be fully responsible to Disclosing Party for compliance with the following. If a Receiving Party becomes legally compelled (such obligations and restrictions by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedsuch Recipient Individual.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidentialhold, and not disclose shall cause its respective Affiliates and representatives to any third partyhold, any information (including the Sub-Adviser’s investment advice) provided all Confidential Information made available to it in connection with the Exchange in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Exchange (“Receiving Party”) each of whom shall be informed in writing by the other disclosing party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectivelyconfidential nature of such information and directed by such party in writing to treat such information confidentially). The above limitations on use, “Confidential Information”) except dissemination and disclosure shall not apply to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used (i) is learned by the Receiving Party for any purpose not permitted under this Agreement. The foregoing disclosing party from a third party entitled to disclose it; (aii) shall not be applicable to any information that is becomes known publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement through the disclosing party or any confidentiality obligation known to third party who received the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to same from the extent necessary to render the services or perform the obligations pursuant to this Agreementdisclosing party, provided that any disclosure the disclosing party had no Knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the parties; or (iv) is disclosed with the express prior written consent thereto of the other party. The parties shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained. In the event a third party is made required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligationsobligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (ciii) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject provide only that amount of information as the disclosing party is advised by its counsel is necessary to compliance strictly comply with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective such court order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedsubpoena.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law, regulatory requirement or request) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidentialThe Restricted Party will not, and not will cause its Representatives to not, disclose to or use at any third partytime, any Confidential Information of which the Restricted Party or such Representative, as applicable, is or becomes aware, whether or not such information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) is developed by the other party (“Disclosing Party”) that is marked “Confidential” Restricted Party or that reasonably should be known to be confidentialany of its Representatives, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted that such disclosure or use is directly related to and required under applicable laws by the Restricted Party’s or its Representatives’ performance in good faith of duties assigned to the Restricted Party or its Representatives by a Covered Party. The Restricted Party and regulations. All its Representatives will take all appropriate steps to safeguard Confidential Information that a Disclosing Party provides in its possession and to a Receiving Party protect it against disclosure, misuse, espionage, loss and theft. Nothing herein shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing construed to prevent disclosure of Confidential Information (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary in connection with the defense of any Action involving the Restricted Party or its Representatives (provided, that the Restricted Party or such Representative, as applicable, shall use its commercially reasonable efforts to render ensure that confidential treatment is afforded to such Confidential Information) or (b) to prohibit or impede the services Restricted Party from communicating, cooperating or perform filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case under such clause (b), that are protected under the obligations pursuant to this Agreementwhistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. The Restricted Party understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a third party federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made subject under seal. The Restricted Party understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to confidentiality obligationsthe attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. The obligations in this Section 4 will not (cx) shall not prevent disclosures expressly prohibit the Restricted Party from disclosing Confidential Information to its Representatives who have a reasonable need to know such information in connection with their role as a Representative of the Restricted Party or (y) apply to any Confidential Information which is required to be disclosed by the Restricted Party or its Representatives pursuant to any law, rule, regulation, order of any administrative body or court of competent jurisdiction or other legal process; provided that (i) to the extent permitted or required under by applicable law, rule or regulation subject to compliance with the following. If a Receiving applicable Covered Party becomes legally compelled is given reasonable prior written notice, (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processesii) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under permitted by applicable law, the Restricted Party cooperates (and causes its Representatives to cooperate) the Disclosing with any reasonable request of any Covered Party with prompt notice of that request(sto seek to prevent or narrow such disclosure and (iii) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s if after compliance with the provisions of this Agreement. If that protective order or other remedy clauses (i) and (ii) such disclosure is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreementstill required, the Receiving Restricted Party agrees to furnish and its Representatives only that disclose such portion of the Confidential Information which that is legally expressly required in by such legal process, as such requirement may be subsequently narrowed. Notwithstanding the reasonable opinion foregoing, under no circumstance will the Restricted Party or any of its counselRepresentatives be authorized to disclose any information covered by attorney-client privilege or attorney work product of any Covered Party or any of their respective controlled Affiliates without prior written consent of the Company’s (or following the Closing, and to exercise commercially reasonable efforts to obtain a protective order Surviving Pubco’s) General Counsel or other reliable assurance that confidential treatment will be accorded to that portion of officer designated by the Confidential Information which is being furnished or disclosedCompany (or, following the Closing, the Surviving Pubco).

Confidentiality. Each party shall hold, and shall cause its respective Affiliates and representatives to hold, all Confidential Information made available to it in connection with the Merger in strict confidence, shall not use such information except for the sole purpose of evaluating the Merger and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Merger (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and directed by such party in writing to treat such information confidentially). If this Agreement agrees that it is terminated pursuant to the provisions of Article VIII, each party shall treat as confidential, and not disclose immediately return to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known all such information, all copies thereof and all information prepared by the receiving party based upon the same. The above limitations on use, dissemination and disclosure shall not apply to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used (i) is learned by the Receiving Party for any purpose not permitted under this Agreement. The foregoing disclosing party from a third party entitled to disclose it; (aii) shall not be applicable to any information that is becomes known publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement through the disclosing party or any confidentiality obligation known to third party who received the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to same from the extent necessary to render the services or perform the obligations pursuant to this Agreementdisclosing party, provided that any disclosure to a third the disclosing party is made had no Knowledge that the disclosing party was subject to confidentiality obligations, and an obligation of confidentiality; (ciii) shall not prevent disclosures expressly permitted is required by law or required under applicable law, rule court order to be disclosed by the parties; or regulation subject to compliance (iv) is disclosed with the followingexpress prior written consent thereto of the other party. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) The parties shall undertake all necessary steps to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so ensure that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance secrecy and confidentiality of such information will be maintained in accordance with the provisions of this Agreementsubsection (a). If that protective Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or other remedy subpoena to disclose information which is not obtained otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (iii) provide only that amount of information as the disclosing party is advised by the date that the Receiving Party must its counsel is necessary to strictly comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective such court order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedsubpoena.

Confidentiality. Each party The parties to this Agreement agrees acknowledge and agree that it shall treat as confidentialall information, whether oral or written, concerning a disclosing party and not disclose its business operations, prospects and strategy, which is furnished by the disclosing party to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known deemed to be confidential, restricted and proprietary to the disclosing party (the “Proprietary Information”). Proprietary Information supplied shall not be disclosed, used or reproduced in any form except as required to accomplish the intent of, and in accordance with the terms of, this Agreement and the Indenture. The receiving party shall provide the same care to avoid disclosure or unauthorized use of Proprietary Information as it provides to protect its own proprietary information, including without limitation retaining Proprietary Information in a secure place with limited access, but in no event shall the investment activities receiving party fail to use reasonable care under the circumstances to avoid disclosure or holdings unauthorized use of Proprietary Information. Unless otherwise specified in writing, all Proprietary Information shall (i) remain the property of the Portfolio(sdisclosing party, (ii) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party receiving party only for any the purpose not permitted for which it was intended under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by Agreement and the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationsIndenture, and (ciii) shall not prevent disclosures expressly permitted or required under applicable lawtogether with all copies of such information, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (be returned to the extent practicable and not prohibited under applicable law) disclosing party or destroyed upon request of the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requestdisclosing party, or if the Disclosing Party waives compliance with the provisions and, in any event, upon termination of this Agreement, except as otherwise provided or contemplated by this Agreement, including Sections 3.02(b) and (e) and 8.05 hereof. Proprietary Information does not include information which is: (a) published or included as disclosure within the Receiving Party agrees to furnish only that portion Registration Statement or otherwise available in the public domain through no fault of the Confidential Information which is legally required receiving party; (b) lawfully received from a third party having rights in the information without restriction of the third party’s right to disseminate the information and without notice of any restriction against its further disclosure; or (c) produced under order of a court of competent jurisdiction or other similar requirement of a governmental agency or authority, so long as the party required to disclose the information provides the other party with prior notice of such order or requirement and its cooperation to the extent reasonable opinion of in preserving its counselconfidentiality. Because damages may be difficult to ascertain, and without limiting any other rights and remedies specified herein, an injunction may be sought against the party who has breached or threatened to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedbreach this Section.

Confidentiality. Each Except as set forth in the Agreement, neither receiving party to this Agreement agrees that it shall treat as confidentialwill, and not disclose to any third without the prior written consent of the disclosing party, any information (including disclose or use the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings Confidential Information of the Portfolio(s) (collectivelydisclosing party. Each receiving party will protect the disclosing party’s Confidential Information using at least the same efforts the receiving party uses to protect its own confidential information of a similar nature, “Confidential Information”) except but in no event less than commercially reasonable efforts. Each receiving party agrees to limit disclosure and access to the extent expressly permitted or required under applicable laws and regulations. All disclosing party’s Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing those of its officers, employees, contractors, attorneys or other representatives who (a) shall not be applicable to any information that is publicly available when provided by reasonably require such access in connection with the Disclosing Party or which thereafter becomes publicly available other than in contravention consummation of this the transactions contemplated under the Agreement or prosecuting or defending any confidentiality obligation known claim arising under or with respect to the Receiving PartyAgreement, (b) are made aware of the Confidential Information’s confidential nature and (c) are subject to confidentiality and non-use obligations at least as restrictive as those set forth herein. Each receiving party agrees not to use the disclosing party’s Confidential Information for any purpose other than in connection with the consummation of the transactions contemplated under the Agreement or prosecuting or defending any claim arising under or with respect to the Agreement. Nothing in the Agreement shall not prevent disclosure be deemed or use construed to grant to the receiving party a license to sell, develop, exploit or create derivatives of any the disclosing party’s Confidential Information. A receiving party may disclose the disclosing party’s Confidential Information to the extent necessary required to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under do so by applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled provided, that, (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processesi) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable legally permissible, the receiving party notifies the disclosing party prior to making any such disclosure so as to enable the disclosing party to seek such protection as may be available to preserve the confidentiality of such Confidential Information and not prohibited under applicable law(ii) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish receiving party discloses only that portion of the Confidential Information which such information as its counsel advises is legally required to be disclosed. Notwithstanding the obligations in the reasonable opinion of its counselthis Section 5, and neither receiving party’s obligations under this Section 5 shall apply to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.information that

Confidentiality. Each party All Confidential Information shall be held and treated by the Parties and their agents in confidence, used solely in connection with this Agreement, and shall not, except as hereinafter provided, be disclosed without the other Party’s prior written consent. Notwithstanding the foregoing, Confidential Information may be disclosed to a third party: (a) to the extent necessary for the purpose of effectuating the supply, transmission and/or distribution of Energy or any other product or service to be delivered pursuant to this Agreement agrees that it shall treat Agreement, (b) to regulatory authorities of competent jurisdiction, or as confidentialotherwise required by applicable law, regulation or order, and not disclose (c) to third parties in connection with a merger, acquisition/disposition and financing transactions, or audit, provided that any such third partyparty shall have signed a confidentiality agreement with the disclosing party containing customary terms and conditions that protect against the disclosure of the Confidential Information, any that strictly limit the recipient’s use of such information (including only for the Subpurpose of the subject transaction and that provide for remedies for non-Adviser’s investment advice) provided to it (“Receiving Party”) by compliance. In the other party event that either Party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted requested or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential InformationInformation pursuant to subsection (b) above, the Receiving Disclosing Party agrees to provide (shall, to the extent practicable and not prohibited under applicable law) legally permissible, provide the Disclosing other Party with prompt written notice of that request(s) any such request or requirement, so that the Disclosing other Party may seek an appropriate protective order order, other confidentiality arrangement or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that If, failing the entry of a protective order order, other confidentiality arrangement or other remedy the receipt of a waiver hereunder, the Disclosing Party, in the opinion of counsel, is not obtained by the date that the Receiving Party must comply with the requestcompelled to disclose Confidential Information, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only may disclose that portion of the Confidential Information which the Disclosing Party’s counsel advises that the Disclosing Party is legally required in the reasonable opinion of its counselcompelled to disclose; provided, and to exercise commercially reasonable efforts to obtain that any such disclosure includes a protective order or other reliable assurance that request for confidential treatment will be accorded to that portion of this Agreement and the request for redaction of the Confidential Information from the copies of this Agreement which is being furnished are placed in the public record or disclosedotherwise made available. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable lawlaw or regulatory requirement) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party (a) Notwithstanding any termination of this Agreement, the Parties (the receiving party) shall hold, and shall cause each of the members of their Group (if applicable) to this Agreement agrees that it hold, and shall treat as confidentialcause each of their respective officers, employees, agents, consultants and advisors to hold, in strict confidence, and not to disclose to any third or release or use, without the prior written consent of the other Party (the disclosing party), any information (including and all Confidential Information of the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by disclosing party; provided, that the other receiving party may disclose, or may permit disclosure of, Confidential Information of the disclosing party (“Disclosing Party”i) that is marked “Confidential” or that reasonably should be known to be confidentialits auditors, including attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information for the investment activities or holdings receiving party’s auditing and other non-commercial purposes and are informed of the Portfolio(s) (collectivelytheir obligation to, “Confidential Information”) except and agree to, hold such information confidential to the same extent expressly permitted as is applicable to the receiving party and in respect of whose failure to comply with such obligations, the receiving party will be responsible, (ii) if the receiving party or any member of its Group (if applicable) are required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule, or (iii) as reasonably necessary in order to permit the receiving party to prepare and disclose its financial statements under the applicable requirements of Law or stock exchange rule, or other disclosures required under applicable laws Law or stock exchange rule; provided, further, that the receiving party (and regulations. All members of its Group (if applicable) as necessary) may use, or may permit use of, Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by of the Receiving Party for any purpose not permitted disclosing party in connection with the receiving party performing its obligations, or exercising its rights, under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to Ancillary Agreement. Notwithstanding the Receiving Partyforegoing, (b) shall not prevent in the event that any demand or request for disclosure or use of any Confidential Information is made pursuant to clause (iii) above, the receiving party, to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under by any applicable law) Laws, shall promptly notify the Disclosing Party with prompt notice disclosing party of that request(s) so that the Disclosing Party may existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which the receiving party will cooperate in obtaining. In the event that such appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreementobtained, the Receiving Party agrees to receiving party shall furnish only that portion of the Confidential Information which that is legally required in the reasonable opinion of its counsel, to be disclosed and to exercise shall take commercially reasonable efforts steps, at the sole cost and expense of the disclosing party, to obtain a protective order or other reliable assurance ensure that confidential treatment will be is accorded to that portion of the Confidential Information which is being furnished or disclosedsuch information.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) and the Sub-Adviser’s approved lists, internal procedures, compliance procedures and any board materials (collectively, “Confidential Information”) except to the extent expressly permitted requested by or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party only for any purpose not purposes permitted under this Agreement. The foregoing (aA) shall not be applicable as agreed to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Partyparties, (bB) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (cC) shall not prevent disclosures expressly permitted requested by or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (is expressly requested or required by interrogatoriesapplicable law, requests for information rule or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) regulation to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable lawlegally permissible) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requestrequest or requirement, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed. The Adviser agrees not to use for any purpose, other than for the Adviser or the Trust, or their agents, to supervise or monitor the Sub-Adviser, the securities holdings or other trading-related information of the Portfolio(s).

Confidentiality. Each Unless (i) otherwise expressly provided in this Agreement, (ii) required by applicable Law or any listing agreement with, or the rules and regulations of, any applicable securities exchange or the NASD, (iii) necessary to secure any required Consents as to which the other party has been advised or (iv) consented to this Agreement agrees that it shall treat as confidential, in writing by Purchaser and not disclose to any third partythe Company, any information (including or documents furnished in connection herewith shall be kept strictly confidential by the Sub-Adviser’s investment advice) provided Company, Purchaser and their respective officers, directors, employees and agents. Prior to it (“Receiving Party”) by any disclosure pursuant to the preceding sentence, the party intending to make such disclosure shall consult with the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including regarding the investment activities or holdings nature and extent of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulationsdisclosure. All Confidential Information that a Disclosing Party provides to a Receiving Party Nothing contained herein shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information preclude disclosures to the extent necessary to render comply with accounting, SEC and other disclosure obligations imposed by applicable Law. To the services extent required by such disclosure obligations, Purchaser or perform the obligations Company, after consultation with the other party, may file with the SEC a Report on Form 8-K pursuant to this Agreementthe Securities Exchange Act with respect to the Merger, provided that which report may include, among other things, financial statements and pro forma financial information with respect to the other party. In connection with any disclosure filing with the SEC of a registration statement or amendment thereto under the Securities Act, the Company or Purchaser, after consultation with the other party, may include a prospectus containing any information required to a third party is made subject be included therein with respect to confidentiality obligationsthe Merger, including, but not limited to, financial statements and pro forma financial information with respect to the other party, and (c) thereafter distribute said prospectus. Purchaser and the Company shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance cooperate with the followingother and provide such information and documents as may be required in connection with any such filings. If a Receiving Party becomes legally compelled (In the event the Merger is not consummated, each party shall return to the other any documents furnished by interrogatories, requests for the other and all copies thereof any of them may have made and will hold in absolute confidence any information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, obtained from the Receiving Party agrees to provide (other party except to the extent practicable and not prohibited under applicable law(i) such party is required to disclose such information by Law or such disclosure is necessary or desirable in connection with the Disclosing Party with prompt notice pursuit or defense of a claim, (ii) such information was known by such party prior to such disclosure or was thereafter developed or obtained by such party independent of such disclosure or (iii) such information becomes generally available to the public other than by breach of this Section 8.1. Prior to any disclosure of information pursuant to the exception in clause (i) of the preceding sentence, the party intending to disclose the same shall so notify the party which provided the name in order that request(s) so that the Disclosing Party such party may seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees should it choose to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or discloseddo so.

Confidentiality. Each For purposes of this Agreement, “Proprietary Information” shall be defined as any confidential or proprietary information of you or us (each a “Party” and collectively the “Parties”) or their respective affiliates provided to the other party during the term of this Agreement, including, but not limited to confidential customer lists, information relating to customer accounts, and other proprietary and confidential information related to a Party’s business or customers, or owned by a Party’s customers; provided, however, that nothing in this Agreement paragraph or otherwise shall be deemed to prohibit or restrict either Party or their affiliates in any way from soliciting any product or service directed at, without limitation, the general public, any segment thereof or any specific individual provided such solicitation is not based upon any such Proprietary Information. The term “Proprietary Information” shall not include (i) information lawfully in the possession of a Party or its affiliates prior to its receipt from the other Party and without obligation of confidentiality; (ii) information which, without any fault of the other Party, is or becomes available in the public domain; (iii) information subsequently disclosed on a non-confidential basis by a third party not known by the disclosing Party as having a confidential relationship with the Parties and which rightfully acquired such information; (iv) information that is independently developed by a Party; (v) information communicated with the express written consent of the other Party, or (vi) information legally requested or required to be disclosed pursuant to a competent judicial order or other legal, administrative or regulatory process. Neither Party gains any ownership of the other Party’s Proprietary Information hereunder and each Party agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) Proprietary Information provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including Party shall at all times remain the investment activities or holdings sole property of the Portfolio(s) (collectively, “Confidential Information”) except other Party. Each Party acknowledges that the Proprietary Information of the other Party is valuable and must be kept confidential. Each party shall hold the Proprietary Information of the other Party confidential and shall limit access to such Proprietary Information to its employees and agents whose use of such Proprietary Information is necessary for the extent expressly permitted or required under applicable laws and regulationsconduct of its business. All Confidential Information that a Disclosing Party provides to a Receiving Each Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable take commercially reasonable steps to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent unauthorized disclosure or use of any Confidential the Proprietary Information of the other Party. Each Party acknowledges that either Party delivering confidential customer information may be subject to certain laws and regulations regarding the extent necessary to render the services or perform the obligations pursuant to this Agreementprivacy and protection of consumer information, provided and that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted receipt or required under applicable law, rule or regulation use of confidential customer information by either Party may also be subject to compliance with such state and federal laws and regulations, including, if applicable the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable laws and regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Commonwealth of Massachusetts. The provisions found in this Article XIII. on Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order will survive any expiration or other reliable assurance that confidential treatment will be accorded to that portion termination of the Confidential Information which is being furnished or disclosedAgreement.

Confidentiality. Each Unless (i) otherwise expressly provided in this Agreement, (ii) required by applicable Law or regulatory authority, (iii) necessary to secure any required Consents as to which the other party has been advised or (iv) consented to this Agreement agrees that it shall treat as confidential, in writing by Purchaser and not disclose to any third partythe Company, any information (including or documents furnished in connection herewith shall be kept strictly confidential by the Sub-Adviser’s investment advice) provided Company, Purchaser and their respective officers, directors, employees and agents. Prior to it (“Receiving Party”) by any disclosure pursuant to the preceding sentence, the party intending to make such disclosure shall use its commercially reasonable efforts to consult with the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including regarding the investment activities or holdings nature and extent of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulationsdisclosure. All Confidential Information that a Disclosing Party provides to a Receiving Party Nothing contained herein shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information preclude disclosures to the extent necessary to render comply with accounting, SEC and other disclosure obligations imposed by applicable Law. To the services extent required by such disclosure obligations, Purchaser or perform the obligations Company, after a party uses its commercially reasonable efforts to consult with the other party, may file with the SEC a Report on Form 8-K pursuant to this Agreementthe Exchange Act with respect to the Offer and the Merger, provided that any disclosure which report may include, among other things, financial statements and pro forma financial information with respect to a third party is made subject to confidentiality obligations, the other party. Purchaser and (c) the Company shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance cooperate with the followingother and provide such information and documents as may be required in connection with any filings with the SEC. If a Receiving Party becomes legally compelled (In the event the Merger is not consummated, each party shall return to the other any documents furnished by interrogatories, requests for the other and all copies thereof any of them may have made and will hold in absolute confidence any information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, obtained from the Receiving Party agrees to provide (other party except to the extent practicable and not prohibited under applicable law(i) such party is required to disclose such information by Law or such disclosure is necessary in connection with the Disclosing Party with prompt notice pursuit or defense of a claim, (ii) such information was known by such party prior to such disclosure or was thereafter developed or obtained by such party independent of such disclosure or (iii) such information becomes generally available to the public other than by breach of this Section 8.1. Prior to any disclosure of information pursuant to the exception in clause (i) of the preceding sentence, the party intending to disclose the same shall so notify the party which provided the same in order that request(s) so that the Disclosing Party such party may seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees should it choose to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or discloseddo so.

Confidentiality. Each party to this Agreement agrees that it The Subadviser shall treat as confidentialconfidential all information pertaining to a Fund and actions of the Fund, the Adviser and the Subadviser, provided that it may disclose such information to those third parties required to carry out its duties hereunder, and not disclose the Adviser shall treat as confidential all information furnished to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) Fund or the Adviser by the other party (“Disclosing Party”) Subadviser in connection with its duties under the Agreement, provided that is marked “Confidential” or that reasonably should be known it may disclose such information to be confidential, including the investment activities or holdings of the Portfolio(s) those third parties required to carry out its duties hereunder (collectively, the “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement). The foregoing term “Confidential Information” will not include information which (ai) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than as a result of a disclosure by a receiving party in contravention violation of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure (ii) is or becomes available to a third receiving party on a nonconfidential basis from a source which, to the best knowledge of the receiving party after reasonable inquiry, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation to the other, or (iii) is independently developed without reference to or reliance on the Confidential Information. In the event that a party is made subject to confidentiality obligationsrequested pursuant to, and (c) shall not prevent disclosures expressly permitted or required under by, applicable law, rule regulation or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) legal process to disclose any of the Confidential Information, such party will promptly notify the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) disclosing party so that the Disclosing Party it may seek an appropriate a protective order or other appropriate remedy and/or or, in its sole discretion, waive the Receiving Party’s compliance with the provisions terms of this Agreement. If In the event that no such protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requestobtained, or if the Disclosing Party waives a party does not waive compliance with the provisions terms of this Agreement, the Receiving Party agrees to a party will furnish only that portion of the Confidential Information which it is advised by counsel is legally required in the reasonable opinion of its counsel, and to will exercise commercially all reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedInformation.

Confidentiality. Each party to (a) During the term of this Agreement agrees that it and thereafter, the parties hereto shall, and shall treat as confidentialinstruct their respective employees, agents, accountants, legal counsel, and other representatives (“Representatives”) to, maintain in confidence and not disclose the other party’s financial, technical, sales, marketing, development, personnel, and other information, records, or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications, or any other proprietary or confidential information, however recorded or preserved, whether written or oral (any such information, “Confidential Information”). Each party hereto shall use the same degree of care, but no less than reasonable care, to protect the other party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any third partyother agreement between the parties, any information party receiving any Confidential Information of the other party (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by may use Confidential Information only for the other party purposes of fulfilling its obligations under this Agreement (the “Disclosing PartyPermitted Purpose”) that is marked “Confidential” or that reasonably should be known ). Any Receiving Party may disclose such Confidential Information only to be confidential, including its Representatives who have a need to know such information for the investment activities or holdings Permitted Purpose and who have been advised of the Portfolio(s) (collectively, “Confidential Information”) except to terms of this Section 5.1 and the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used liable for any breach of these confidentiality provisions by the such Persons; provided, however, that any Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any may disclose such Confidential Information to the extent necessary such Confidential Information is required to render the services be disclosed by Applicable Law or perform the obligations pursuant to this Agreementjudicial or administrative order, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, in which case the Receiving Party agrees to provide (shall promptly notify, to the extent practicable possible, the disclosing party (the “Disclosing Party”), and not prohibited under applicable law) take reasonable steps to assist in contesting such disclosure or in protecting the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that rights prior to disclosure, and in which case the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish shall only that portion of the disclose such Confidential Information which that it is advised by its counsel in writing that it is legally required in the reasonable opinion of its counsel, and bound to exercise commercially reasonable efforts to obtain a protective order disclose under such Applicable Law or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished judicial or disclosedadministrative order.

Confidentiality. Each party Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Agreement agrees that it shall treat as confidentialMaster Agreement, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving neither Party shall not be used by disclose the Receiving Party for any purpose not permitted terms or conditions of a Transaction under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Master Agreement or the completed Cover Sheet to, or any confidentiality obligation known to the Receiving Partyannex to, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure Master Agreement to a third party (other than the Party’s or the Party’s Guarantor employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information and who the Party is made subject satisfied will keep such terms confidential) except in order to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or regulation subject to compliance in connection with any court or regulatory proceeding; or request by a regulatory authority and in the following. If event that any disclosure is requested or required by the regulatory authority or a Receiving Party becomes legally compelled (government body by interrogatoriesinterrogatory, requests request for information or documents, subpoenassubpoena, deposition, civil investigative demands, demand or applicable regulations or similar processes) to disclose any Confidential Informationlaw, the Receiving Party agrees subject to provide (such request or requirement may disclose to the extent practicable and not prohibited under applicable so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law) the Disclosing Party with prompt notice of that request(s) , so that the Disclosing other Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this AgreementSection 10.11. If that Failing the entry of a protective order or other remedy is not obtained by the date receipt of a waiver hereunder, that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only may disclose that portion of the Confidential Information which is legally required in as requested or required. In any event, a Party will not oppose action by the reasonable opinion of its counsel, and to exercise commercially reasonable efforts other to obtain a an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, to that portion the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the Confidential Information which is being furnished or disclosedterms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h)).”

Confidentiality. Each party acknowledges and agrees that the other may be providing to it and that it may become aware of the confidential and proprietary information of the other party, including but not limited to, the terms of this Agreement Agreement, financial information and other information related to each party’s business operations. Each party agrees that it will maintain the confidentiality of such information and neither party shall treat as confidential, and not disclose any such information to any third partyother person or entity (other than to those of its employees, agents, contractors, representatives and affiliates to whom disclosure is reasonably necessary in furtherance of the performance of this Agreement). Notwithstanding the foregoing, the requirements of non-disclosure shall not apply to any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing which: (a) shall not be applicable to any information that at the time of disclosure is publicly available when provided already in the possession of the receiving party; (b) is independently developed by the Disclosing Party receiving party without reliance on the disclosed confidential or which thereafter proprietary information; (c) is or becomes publicly available through no wrongdoing of the receiving party or (d) becomes available to receiving party on a non-confidential basis from a person, other than in contravention of this Agreement or any the disclosing party, who is not bound by a confidentiality obligation known or otherwise restricted from transmitting the information to the Receiving Partyreceiving party. Furthermore, (b) this section shall not prevent disclosure prohibit the receiving party from making legally required disclosures pursuant to subpoena, court order or use the order of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, other authority having jurisdiction; provided that any disclosure to a third receiving party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party disclosing party with prompt notice of that request(s) notice, unless prohibited by law or court order, thereof so that the Disclosing Party disclosing party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreementremedy. If that in the absence of a protective order or other remedy is not obtained by or waiver of the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions terms of this Agreementsection, the Receiving Party agrees if receiving party determines in its sole discretion that it is required by law, regulation, legal process or regulatory authority to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counseldisclose any such confidential or proprietary information, receiving party may disclose such information upon written notice to disclosing party unless prohibited by law or court order. Visa and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.MasterCard Disclosure Member Bank Name: Santander Bank, N.A. Bank mailing address: 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000 Bank Phone Number: 000-000-0000 Important Member Bank Responsibilities

Confidentiality. Each party hereby agrees to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information maintain the confidentiality of all Confidential Information (including the Sub-Adviser’s investment advicedefined below) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known and to be confidential, including the investment activities or holdings return any materials and other information containing Confidential Information of the Portfolio(s) (collectivelyother party in the event that the Closing is not consummated. For the purposes hereof, “Confidential Information”) except to the extent expressly permitted or required under applicable laws ” shall mean any and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any all proprietary information that is publicly available when and documents provided by the Disclosing Party disclosing party to the receiving party, either directly or which thereafter indirectly, in writing, electronically, orally, by inspection of tangible objects, or otherwise unless such information has been explicitly designated by the disclosing party as not Confidential Information. Confidential Information shall not include information that (i) at the time of use or disclosure by the receiving party is in the public domain through no fault of, action or failure to act by the receiving party; (ii) becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Partyreceiving party from a third-party source on a non-confidential basis whom the receiving party does not know to be subject to any obligation of confidentiality to the disclosing party; (iii) was known by the receiving party prior to disclosure of such information by the disclosing party to the receiving party; or (iv) was independently developed by the receiving party, (b) shall not prevent disclosure or on the receiving party’s behalf, without any use of any Confidential Information. Notwithstanding the foregoing, in the event that disclosure of Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to by a third receiving party is made subject to confidentiality obligationscomply with any request or inquiry of or by any governmental or regulatory authority (any of the foregoing, and (c) shall not prevent disclosures expressly permitted or required under applicable lawa “Governmental Requirement”), rule or regulation subject it is agreed that prior to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any such disclosure of such Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under receiving party will, unless such action would violate or conflict with applicable law) , provide the Disclosing Party disclosing party with prompt notice of that request(s) such Governmental Requirement and the Confidential Information so required to be disclosed, so that the Disclosing Party disclosing party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If It is further agreed that if, in the absence of a protective order or other remedy is not obtained by in the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions absence of this Agreementreceipt of a waiver hereunder, the Receiving Party agrees receiving party is nonetheless, in the opinion of the receiving party’s counsel, compelled by Governmental Requirement to disclose any of such Confidential Information, the receiving party, after notice to the disclosing party (unless such notice would violate or conflict with applicable law), may so disclose such Confidential Information as required pursuant to Governmental Requirement without liability hereunder; provided, however, the receiving party will furnish only that portion of the Confidential Information which the receiving party, in the opinion of the receiving party’s counsel, is legally required in compelled to disclose pursuant to the reasonable opinion of its counsel, Governmental Requirement and to will exercise commercially reasonable efforts to cooperate with the disclosing party, at the disclosing party’s expense, with the disclosing party’s efforts to obtain a protective an order or other reliable assurance that confidential treatment will be accorded to that portion of the disclosed Confidential Information which is being furnished or disclosedInformation.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) Notwithstanding any termination of this Agreement, and except as otherwise provided the Ancillary Agreements, each of Air Products and Versum shall hold, and shall cause their respective officers, employees, agents, consultants and advisors to hold, in strict confidence (and not be applicable to any information that is publicly available when provided disclose or release or, except as otherwise permitted by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known Ancillary Agreement, use, including for any ongoing or future commercial purpose, without the prior written consent of the Party to whom the Confidential Information relates (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law)), any and all Confidential Information concerning or belonging to the Receiving Partyother Party or its Affiliates; provided that each Party may disclose, or may permit disclosure of, Confidential Information (i) to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Information for auditing and other non-commercial purposes and are informed of the obligation to hold such Information confidential and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (bii) shall not prevent disclosure if any Party or use any of any Confidential Information to the extent necessary to render the services its respective Subsidiaries is required or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any such Confidential InformationInformation by judicial or administrative process or by other requirements of Law or stock exchange rule, (iii) as required in connection with any legal or other proceeding by one Party against any other Party or in respect of claims by one Party against the Receiving other Party agrees brought in a proceeding, (iv) as necessary in order to provide permit a Party to prepare and disclose its financial statements in connection with any regulatory filings or Tax Returns, (v) as necessary for a Party to enforce its rights or perform its obligations under this Agreement (including pursuant to Section 2.3) or an Ancillary Agreement. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a Third Party pursuant to clause (ii), (iii), (iv) or (v) above, each Party, as applicable, shall promptly notify (to the extent practicable and not prohibited under applicable lawpermissible by Law) the Disclosing Party with prompt notice to whom the Confidential Information relates of that request(s) so that the Disclosing existence of such request, demand or disclosure requirement and shall provide such affected Party may a reasonable opportunity to seek an appropriate protective order or other remedy, which such Party will cooperate in obtaining to the extent reasonably practicable. In the event that such appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreementobtained, the Receiving Party agrees to which faces the disclosure requirement shall furnish only that portion of the Confidential Information which that is legally required in the reasonable opinion of its counsel, to be disclosed and to exercise shall take commercially reasonable efforts steps to obtain a protective order or other reliable assurance ensure that confidential treatment will be is accorded to that portion of the such Confidential Information which is being furnished or disclosedInformation.

Confidentiality. Each Unless (i) otherwise expressly provided in this Agreement, (ii) required by applicable Law or Governmental Authority, (iii) necessary to secure any required Consent as to which the other party has been advised or (iv) consented to this Agreement agrees that it shall treat in writing by Purchaser or the Company, as confidential, and not disclose to any third partyapplicable, any information (including or documents furnished in connection herewith shall be kept strictly confidential by the Sub-Adviser’s investment advice) provided Company, Purchaser, Merger Sub and their respective officers, directors, employees, agents and representatives. Prior to it (“Receiving Party”) by any disclosure pursuant to the preceding sentence, the party intending to make such disclosure shall use its reasonable efforts to consult with the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including regarding the investment activities or holdings nature and extent of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulationsdisclosure. All Confidential Information that a Disclosing Party provides to a Receiving Party Nothing contained herein shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information preclude disclosures to the extent necessary to render comply with accounting, SEC and other disclosure obligations imposed by applicable Law. To the services extent required by such disclosure obligations, Purchaser or perform the obligations Company, after a party uses its reasonable efforts to consult with the other party, may file with the SEC a Report on Form 8-K pursuant to this Agreementthe Exchange Act with respect to the Offer and the Merger, provided that any disclosure which report may include, among other things, financial statements and pro forma financial information with respect to a third party is made subject to confidentiality obligations, the other party. Purchaser and (c) the Company shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance cooperate with the followingother and provide such information and documents as may be required in connection with any filings with the SEC. If a Receiving Party becomes legally compelled (In the event the Offer or the Merger is not consummated, each party shall return to the other any documents furnished by interrogatories, requests for the other and all copies thereof any of them may have made and will hold in absolute confidence any information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, obtained from the Receiving Party agrees to provide (other party except to the extent practicable and not prohibited under (i) such party is required to disclose such information by applicable lawLaw or such disclosure is necessary in connection with the pursuit or defense of a claim, (ii) such information was known by such party prior to such disclosure or was thereafter developed or obtained by such party independent of such disclosure or (iii) such information becomes generally available to the Disclosing Party with prompt notice public other than by breach of this Section 8.1. Prior to any disclosure of information pursuant to the exception in clause (i) of the preceding sentence, the party intending to disclose the same shall so notify the party which provided the same in order that request(s) so that the Disclosing Party such party may seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees should it choose to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or discloseddo so.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure to, or use of any Confidential Information to by, any third party, such as attorneys, accountants and other advisers, solely for the extent necessary to render purpose of rendering the services under, or perform performing the obligations pursuant to to, this Agreement, provided that any such disclosure to a third party is made subject to confidentiality obligationsobligations equally or more restrictive than those contained herein, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation regulation, subject to compliance with the following. : If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party (a) Notwithstanding any termination of this Agreement, for a period of three (3) years from the Effective Time the Parties shall hold, and shall cause each of their respective Subsidiaries to this Agreement agrees that it hold, and shall treat as confidentialeach cause their respective officers, employees, agents, consultants and advisors to hold, in strict confidence, and not to disclose to any third partyor release or use, without the prior written consent of the other Party (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law), any information and all Confidential Information (including as defined herein) concerning any other Party; provided, that the Sub-Adviser’s investment adviceParties may disclose, or may permit disclosure of, Confidential Information (i) provided to it (“Receiving Party”) by the their respective auditors, attorneys, financial advisors, bankers and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known appropriate consultants and advisors who have a need to be confidential, including the investment activities or holdings know such Information and are informed of the Portfolio(s) (collectively, “Confidential Information”) except their obligation to hold such Information confidential to the same extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be as is applicable to any information that is publicly available when provided by the Disclosing Parties and in respect of whose failure to comply with such obligations, the applicable Party or which thereafter becomes publicly available other than in contravention of this Agreement will be responsible, (ii) if the Parties or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure of their respective Subsidiaries are required or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any such Confidential InformationInformation by judicial or administrative process or by other requirements of Law or stock exchange rule, (iii) as required in connection with any legal or other proceeding by one Party against any other Party, or (iv) as necessary in order to permit a Party to prepare and disclose its financial statements, Tax Returns or other required disclosures. Notwithstanding the Receiving Party agrees foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, each Party, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide (the other a reasonable opportunity to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other remedy, which such Parties will cooperate in obtaining. In the event that such appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by obtained, the date that Party whose Confidential Information is required to be disclosed shall or shall cause the Receiving other applicable Party must comply with the requestor Parties to furnish, or if the Disclosing Party waives compliance with the provisions of this Agreementcause to be furnished, the Receiving Party agrees to furnish only that portion of the Confidential Information which that is legally required in the reasonable opinion of its counsel, to be disclosed and to exercise shall take commercially reasonable efforts steps to obtain a protective order or other reliable assurance ensure that confidential treatment will be is accorded to that portion of the Confidential Information which is being furnished or disclosedsuch Information.

Confidentiality. Each party (a) Notwithstanding any termination of this Agreement, for a period of three (3) years from the Relevant Time the Parties shall hold, and shall cause each of their respective Subsidiaries to this Agreement agrees that it hold, and shall treat as confidentialeach cause their respective officers, employees, agents, consultants and advisors to hold, in strict confidence, and not to disclose to any third partyor release or use, without the prior written consent of the other Party (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law), any information and all Confidential Information (including the Sub-Adviser’s investment adviceas defined herein) provided to it (“Receiving Party”) by concerning the other party Party; provided, however, that the Parties may disclose, or may permit disclosure of, Confidential Information (“Disclosing Party”i) that is marked “Confidential” or that reasonably should be known to be confidentialtheir respective auditors, including the investment activities or holdings attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Information and are informed of the Portfolio(s) (collectively, “Confidential Information”) except their obligation to hold such Information confidential to the same extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be as is applicable to any information that is publicly available when provided by the Disclosing Parties and in respect of whose failure to comply with such obligations, the applicable Party or which thereafter becomes publicly available other than in contravention of this Agreement will be responsible, (ii) if the Parties or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure of their respective Subsidiaries are required or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any such Confidential InformationInformation by judicial or administrative process or by other requirements of Law or stock exchange rule, (iii) as required in connection with any legal or other proceeding by one Party against the Receiving other Party, or (iv) as necessary in order to permit a Party agrees to prepare and disclose its financial statements, Tax Returns or other required disclosures. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, each Party, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide (the other a reasonable opportunity to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other remedy, which such Party will cooperate in obtaining. In the event that such appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by obtained, the date that Party whose Confidential Information is required to be disclosed shall or shall cause the Receiving other Party must comply with the requestto furnish, or if the Disclosing Party waives compliance with the provisions of this Agreementcause to be furnished, the Receiving Party agrees to furnish only that portion of the Confidential Information which that is legally required in the reasonable opinion of its counsel, to be disclosed and to exercise shall take commercially reasonable efforts steps to obtain a protective order or other reliable assurance ensure that confidential treatment will be is accorded to that portion of the Confidential Information which is being furnished or disclosedsuch Information.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationsobligations and is not inconsistent with applicable law and the Trust’s policies, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, counsel and to exercise commercially reasonable efforts to obtain a protective order or other request reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement hereto agrees that it shall treat as confidentialin confidence all documents, materials and not disclose to any third party, any other information (including the Sub-Adviser’s investment advice) provided to that it (“Receiving Party”) by shall have obtained regarding the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including during the investment activities or holdings course of the Portfolio(s) performance of this Agreement and the transactions contemplated by this Agreement that the receiving party should reasonably recognize as being of a confidential nature (collectively, “Confidential Information”) except to ). Except in the extent expressly permitted or required under applicable laws and regulations. All course of providing the Services pursuant hereto, Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used communicated to any third party (other than to the parties’ respective counsel, accountants, financial advisors, consultants or lenders or employees who need to know such Confidential Information). No Person shall use any Confidential Information in any manner whatsoever except solely for the purpose of carrying out the transactions contemplated by the Receiving Party for any purpose not permitted under this Agreement or as otherwise contemplated by this Agreement. The foregoing (a) obligation of each party to treat Confidential Information in confidence shall not be applicable apply to any information that (a) is publicly available when on the date hereof in such party’s possession; provided by that such information is not known to such party to be subject to another confidentiality agreement with, or other obligation of secrecy to, the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement party or any confidentiality obligation known third party and such information may be disclosed pursuant to the Receiving Party, Separation and Distribution Agreement; (b) is on the date hereof or hereafter becomes available to the public other than as a result of a disclosure, directly or indirectly, by such party or its agents; (c) is on the date hereof or hereafter becomes available to such party on a non-confidential basis from a source other than the other party or any of the other party’s agents; provided that (i) such source is not known by the receiving party to be subject to a confidentiality agreement with, or other obligation of secrecy to, the disclosing party or any third party and (ii) such information may be disclosed pursuant to the Separation and Distribution Agreement or (d) can be shown by such party to have been independently developed by such party and such information may be disclosed pursuant to the Separation and Distribution Agreement. The foregoing confidentiality and nondisclosure obligations shall not prevent disclosure or use of any Confidential Information apply to the extent necessary any such Confidential Information is required to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under be disclosed by applicable law; provided that, rule or regulation subject to compliance with in such event, the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) party required to disclose any Confidential Information, such information provides the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party other party with prompt advance notice of that request(s) such required disclosure so that such other party shall have the Disclosing Party may opportunity, if it so desires, to seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedremedy.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidentialhold, and not disclose shall cause its respective Affiliates and representatives to any third partyhold, any information (including the Sub-Adviser’s investment advice) provided all Confidential Information made available to it in connection with the Exchange in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, stockholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Exchange (“Receiving Party”) each of whom shall be informed in writing by the other disclosing party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectivelyconfidential nature of such information and directed by such party in writing to treat such information confidentially). The above limitations on use, “Confidential Information”) except dissemination and disclosure shall not apply to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used (i) is learned by the Receiving Party for any purpose not permitted under this Agreement. The foregoing disclosing party from a third party entitled to disclose it; (aii) shall not be applicable to any information that is becomes known publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement through the disclosing party or any confidentiality obligation known to third party who received the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to same from the extent necessary to render the services or perform the obligations pursuant to this Agreementdisclosing party, provided that any disclosure the disclosing party had no Knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the parties; or (iv) is disclosed with the express prior written consent thereto of the other party. The parties shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained. In the event a third party is made required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligationsobligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (ciii) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject provide only that amount of information as the disclosing party is advised by its counsel is necessary to compliance strictly comply with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective such court order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedsubpoena.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance the extent possible will reasonably ask that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed. Nothing in this Agreement limits the ability of the Sub-Adviser to discuss or market publicly or to third parties its investment strategy or the holdings (including securities and their weightings) that it recommends or may recommend for client accounts, even if such holdings are the same as, similar to, or different from the Portfolio’s(s’) holdings.

Confidentiality. Each party acknowledges and agrees that the other may be providing to it and that it may become aware of the confidential and proprietary information of the other party, including but not limited to, the terms of this Agreement Agreement, financial information and other information related to each party’s business operations. Each party agrees that it will maintain the confidentiality of such information and neither party shall treat as confidential, and not disclose any such information to any third partyother person or entity (other than to those of its employees, agents, contractors, representatives and Affiliates to whom disclosure is reasonably necessary in furtherance of the performance of this Agreement). Notwithstanding the foregoing, the requirements of non-disclosure shall not apply to any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing which: (a) shall not be applicable to any information that at the time of disclosure is publicly available when provided already in the possession of the receiving party; (b) is independently developed by the Disclosing Party receiving party without reliance on the disclosed confidential or which thereafter proprietary information; (c) is or becomes publicly available through no wrongdoing of the receiving party or (d) becomes available to receiving party on a non-confidential basis from a person, other than in contravention of this Agreement or any the disclosing party, who is not bound by a confidentiality obligation known or otherwise restricted from transmitting the information to the Receiving Partyreceiving party. Furthermore, (b) this section shall not prevent disclosure prohibit the receiving party from making legally required disclosures pursuant to subpoena, court order or use the order of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, other authority having jurisdiction; provided that any disclosure to a third receiving party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party disclosing party with prompt notice of that request(s) notice, unless prohibited by law or court order, thereof so that the Disclosing Party disclosing party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreementremedy. If that in the absence of a protective order or other remedy is not obtained by or waiver of the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions terms of this Agreementsection, the Receiving Party agrees if receiving party determines in its sole discretion that it is required by law, regulation, legal process or regulatory authority to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counseldisclose any such confidential or proprietary information, receiving party may disclose such information upon written notice to disclosing party unless prohibited by law or court order. Visa and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.MasterCard Disclosure Member Bank Name: Xxxxx Fargo Bank, N.A. Bank mailing address: P.O. Box 6079, Concord, CA 94524 Bank Phone Number: Important Member Bank Responsibilities Important Sub-Merchant Responsibilities

Confidentiality. Each party to (a) During the term of this Agreement agrees that it and thereafter, the parties hereto shall, and shall treat as confidentialinstruct their respective Representatives to, maintain in confidence and not disclose the other party’s financial, technical, sales, marketing, development, personnel, and other information, records, or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications or any other proprietary or confidential information, however recorded or preserved, whether written or oral (any such information, “Confidential Information”). Each party hereto shall use the same degree of care, but no less than reasonable care, to protect the other party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any third partyother agreement between the parties, any information party receiving any Confidential Information of the other party (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by may use Confidential Information only for the other party purposes of fulfilling its obligations under this Agreement (the “Disclosing PartyPermitted Purpose”) that is marked “Confidential” or that reasonably should be known ). Any Receiving Party may disclose such Confidential Information only to be confidential, including its Representatives who have a need to know such information for the investment activities or holdings Permitted Purpose and who have been advised of the Portfolio(s) (collectively, “Confidential Information”) except to terms of this Section 4.01 and the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used liable for any breach of these confidentiality provisions by the such Persons; provided, however, that any Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any may disclose such Confidential Information to the extent necessary such Confidential Information is required to render the services or perform the obligations pursuant to this Agreementbe disclosed by a Governmental Order, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, in which case the Receiving Party agrees to provide (shall promptly notify, to the extent practicable possible, the disclosing party (the “Disclosing Party”), and not prohibited under applicable law) take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that rights prior to disclosure, and in which case the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish shall only that portion of the disclose such Confidential Information which that it is advised by its counsel in writing that it is legally required in the reasonable opinion of its counsel, and bound to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or discloseddisclose under such Governmental Order.

Confidentiality. Each party to Following the Effective Date, the Confidentiality Agreement will remain in full force and effect in accordance with its terms, except as otherwise modified by this Agreement agrees that it shall treat as confidentialAgreement, and not disclose all Confidential Information previously or hereafter disclosed from time to any third partytime in the course of the performance of this Agreement, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) shall be held in confidence by the other party (“Disclosing Party”) that is marked “Confidential” pursuant to the Confidentiality Agreement, except as permitted under this Agreement or that reasonably should be known as necessary to be confidentialcarry out the activities contemplated hereby. Notwithstanding anything to the contrary herein, including the investment activities or holdings obligations of the Portfolio(s) (collectivelyparties under this Agreement are several and not joint with the intention that each party be responsible for their own actions and the actions of their respective representatives and not for actions of any of the other parties hereto. Neither party shall, “without the prior written consent of the other party, use the Confidential Information of the other party for any purpose other than performing its obligations or exercising its rights under this Agreement. Each party shall disclose the Confidential Information of the other party only to its directors, employees, consultants, vendors, financing sources and clinicians under written agreements of confidentiality at least as restrictive as those set forth in this Agreement, who have a need to know such information in connection with such party performing its obligations or exercising its rights under this Agreement; provided, however, Buyer shall be severally responsible for any breach of this Agreement or the confidentiality agreement between Buyer and such third party or its representatives, and Buyer agrees, at its sole expense, to take all reasonable measures to restrain such third parties and its representatives from prohibited or unauthorized disclosure or use of the Confidential Information”. Notwithstanding the foregoing, no provision of this Agreement shall be construed so as to preclude such disclosure of Confidential Information as may be inherent in or reasonably necessary to the securing from any Governmental Entity of any necessary approval or license related to the CV Products, to the obtaining of patents. Following the Closing, (i) the confidentiality restrictions contained herein and in the Confidentiality Agreement will not apply to Buyer’s use of documents and information concerning the Business (except to the extent expressly permitted that such documents and information contain information related to Seller’s other business or required under applicable laws the Excluded Assets), the Assets or the Assumed Liabilities, and regulations. All (ii) any information related to the Business (excluding information related to Seller’s other business or the Excluded Assets), the Assets or the Assumed Liabilities shall be considered Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by of Buyer for the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention purposes of this Agreement or any confidentiality obligation known to and the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Confidentiality Agreement. If that protective order or other remedy is not obtained by Upon the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, and upon the Receiving Party agrees written request of the other party, each party shall promptly return to furnish only that portion the other party all copies and embodiments of the Confidential Information which is legally required in of such other party, subject to the reasonable opinion retention by each party’s legal department of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedone complete copy for archival purposes.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance assurances that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party The Seller will treat and hold as such all of the Buyer Confidential Information (including any Confidential Information related to the Acquired Assets), refrain from using any of such Confidential Information except in connection with this Agreement agrees that it shall treat as confidentialor permitted under the Seller License, and not disclose deliver promptly to any third partythe Buyer or destroy, any information (including at the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings request and option of the Portfolio(sBuyer, all tangible embodiments (and all copies) (collectivelyof such Confidential Information which are in its possession, “Confidential Information”) except to the extent expressly permitted or required to be used under applicable laws the Seller License. The Buyer will treat and regulations. All hold as such all of the Seller Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of except any Confidential Information related to the extent necessary Acquired Assets), refrain from using any of the Seller Confidential Information (except any Confidential Information related to render the services or perform the obligations pursuant to Acquired Assets) except in connection with this Agreement, provided and deliver promptly to the Seller or destroy, at the request and option of the Seller, all tangible embodiments (and all copies) of the Seller Confidential Information (except any Confidential Information related to the Acquired Assets), if any, which are in its possession. In the event that any disclosure to a third party either Party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted requested or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests oral question or request for information or documentsdocuments in any legal proceeding, subpoenasinterrogatory, subpoena, civil investigative demandsdemand, applicable regulations or similar processesprocess) to disclose any Confidential InformationInformation of the other Party, such Party will notify the Receiving other Party agrees to provide (to promptly of the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) request or requirement so that the Disclosing such other Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this AgreementSection 6(d). If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requestIf, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion absence of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or the receipt of a waiver hereunder, such Party is, on the advice of counsel, compelled to disclose any Confidential Information of the other reliable Party to any tribunal or else stand liable for contempt, such Party may disclose the Confidential Information to the tribunal; provided, however, that such Party shall use its reasonable best efforts to obtain, at the reasonable request of the other Party, an order or other assurance that confidential treatment will be accorded to that such portion of the Buyer Confidential Information which is being furnished or disclosedSeller Confidential Information, as applicable, required to be disclosed as the other Party shall designate.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, Agreement and (c) shall not prevent disclosures expressly permitted or in writing by the parties and (d) shall not prevent disclosures required under applicable law, rule or regulation subject regulation, subpoenas or court orders or as requested by regulatory authorities having jurisdiction over a party to compliance with the followingthis Agreement. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable lawlaw and not prohibited by the applicable regulatory or administrative body) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable reasonable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information For a period of five (including 5) years from the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings date of disclosure of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees shall (i) hold the Confidential Information of the Disclosing Party in trust and confidence and avoid the disclosure or release of such Confidential Information to provide any other person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care, and (ii) not use the Confidential Information of the Disclosing Party for any purpose whatsoever except as expressly contemplated under this Agreement; provided that, to the extent practicable and not prohibited the Confidential Information constitutes a trade secret under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of protect such information for so long as it qualifies as a trade secret under applicable law. The Receiving Party shall disclose the Confidential Information which of the Disclosing Party only to those of its employees and contractors having a need to know such Confidential Information and shall ensure that such employees and contractors comply with the provisions of this Section. The obligations under this Section shall not apply to information that the Disclosing Party can demonstrate (a) was in its possession at the time of disclosure and without restriction as to confidentiality, (b) at the time of disclosure is generally available to the public or after disclosure to the Receiving Party becomes generally available to the public through no breach of this Agreement or other wrongful act by the Receiving Party, (c) has been received from a third party without restriction on disclosure and without breach of this Agreement by the Receiving Party, or (d) is independently developed by the Receiving Party without regard to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party gives the Disclosing Party prompt notice thereof if the Receiving Party is legally required in permitted to do so. Notwithstanding anything to the reasonable opinion of contrary, Customer acknowledges and agrees that Nginx, its counselemployees and agents shall be free to use and employ their general skills, know-how, and expertise, and to exercise commercially reasonable efforts to obtain a protective order use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques or other reliable assurance that confidential treatment will be accorded to that portion skills gained or learned during the course of the Confidential Information which is being furnished or disclosedany Subscriptions and Services performed under this Agreement.

Confidentiality. Each party to Party acknowledges that in the course of performing this Agreement agrees it may receive information from the other Party that it shall treat is marked confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential, and not disclose to any third partyincluding without limitation intellectual property, any code, trade secrets, proprietary information, technical information, agreements, pricing, or customer information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, hereinafter “Confidential Information”) except ). If a Party has any reasonable doubt as to whether information is Confidential Information, the extent expressly permitted or required under applicable laws and regulations. All Party shall treat such information as Confidential Information until the other Party makes clear in writing that a Disclosing the information in question is not Confidential Information. During the Term and forever thereafter, each Party provides shall maintain the confidentiality of the other Party’s Confidential Information and shall not sell, license, publish, display, distribute, disclose or otherwise make available such Confidential Information to a Receiving any third Party nor use such Confidential Information except as authorized by this Agreement. Upon the expiration or termination of this Agreement, each Party shall return all of the Confidential Information of the other Party back to such Party. Notwithstanding the foregoing, the following information shall not be used by considered Confidential Information within the Receiving Party for any purpose not permitted under meaning of this Agreement. The foregoing (a) shall , and therefore the above restrictions on use and disclosure of Confidential Information will not be applicable apply to any of the following information that is publicly available when provided by the Disclosing and neither Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent be liable for disclosure or use of any Confidential Information of the following information: (a) information which was available to the extent necessary to render public or was in the services public domain at the time it was disclosed, or perform information which subsequently becomes publicly available or in the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to public domain through means other than through breach of the confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order ; (b) information shown by clear and convincing documentary evidence to be previously known or other remedy independently developed by the receiving Party prior to its receipt, or information otherwise known to the receiving Party at the time of receipt, or information acquired from a third party who is not obtained by in breach of an agreement to keep such information confidential; (c) information which the date that the Receiving receiving Party must comply at any time lawfully obtains without restriction on its use and disclosure; (d) information disclosed with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion prior written consent of the Confidential Information which is legally required disclosing Party; or (e) information publicly released, in the reasonable opinion absence of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or confidentiality agreement, in response to a subpoena, court order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedlegal process.

Confidentiality. Each party Party undertakes to this Agreement agrees the others: to keep confidential, and use only for the purposes it was provided, all information concerning the business and affairs of the other Party that it shall treat have obtained or received as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings a result of the Portfolio(s) discussions leading up to or the entering into or performance of this Agreement (collectively, the “Confidential Information”) except ); to exercise the extent expressly permitted same degree of care and discretion to avoid unauthorised disclosure, publication or required under applicable laws and regulations. All dissemination of all Confidential Information as each Party exercises to protect its own Confidential Information that it does not wish to disclose and will not copy or permit others to copy any information except for a Disclosing reasonable number of copies necessary to undertake this Agreement all of which information shall be treated in accordance with this standard; not without the relevant Party’s prior written consent to disclose Confidential Information in whole or in part to any other person save those of its personnel involved in the provision of the Services and who have a need to know the same in order for any Party provides to a Receiving comply with this Agreement; not during the currency of this Agreement to publish or cause to be published orally or in writing to the public or any section of the public any matter concerning this Agreement or the internal affairs of any Party whether confidential or not without the prior written permission of the relevant Party. Such permission shall not be used by unreasonably withheld. The provisions of this Clause 14 shall survive for five years following the Receiving Party for any purpose not permitted under termination of this Agreement. The foregoing (a) obligations of confidentiality assumed by each Party pursuant to this Agreement shall not be applicable to any information apply to: Confidential Information of the other Party that comes into the public domain other than by default of the recipient Party; or Confidential Information of a Party that is publicly available when provided or has already been independently generated by the Disclosing recipient Party; or Confidential Information that is required to be disclosed by law (save that the Party required to disclose it shall, to the extent permitted by law, give the other Party notice of the required disclosure and provide the affected Party with sufficient time and opportunity to dispute with the relevant authority such of the disclosure as the other Party requires); is lawfully received by the recipient from a third party on an unrestricted basis; or which thereafter becomes publicly available is in the possession of or is known by the recipient Party prior to the date of this Agreement, to the extent that such recipient Party is not bound by any existing obligation or confidentiality in respect of such information to the other than Party hereto. Subject to Clause 14.5 below, nothing in contravention of this Agreement shall prevent a Party disclosing this Agreement or any confidentiality obligation known part of it, to the Receiving Party, (a) any of its shareholders (b) to its professional advisers. The Parties shall use the Confidential Information solely for the purpose(s) for which it was provided and shall not prevent disclosure or use of any pass Confidential Information to the extent necessary to render the services any other business units, departments, subsidiaries, partners or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests shareholders for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the whom such Confidential Information which is legally required in could provide a competitive advantage as against the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order Client or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedService Provider.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counselrequired, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed. The Adviser agrees not to make use of the investment decisions or recommendations of the Sub-Adviser, other than with respect to the Portfolio(s), without the written consent of the Sub-Adviser. In addition, each party shall use its best efforts to ensure that any of its agents or affiliates who may gain access to Confidential Information shall be made aware of its proprietary nature and shall likewise treat it as confidential.

Confidentiality. For the purposes of this Agreement, the Parties may provide Confidential Information to each other. Each party to Party receiving Confidential Information from the other Party shall: use the other Party’s Confidential Information only for the purposes of this Agreement agrees that it shall treat or as confidential, otherwise provided under the Directive or the Delegated Regulation; keep the other Party’s Confidential Information secret and confidential and not disclose it to any third party, any information (including expect as expressly permitted under this Agreement or the Sub-Adviser’s investment advice) provided Directive or the Delegated Regulation; exercise the same degree of care and protection with respect to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” ’s Confidential Information as it exercises with respect to its own proprietary and confidential information of same kind, but in no case less than with reasonable care; and take necessary precautions to prevent unauthorised use or that reasonably should be known to be confidential, including the investment activities or holdings disclosure of the Portfolio(s) (collectively, “other Party’s Confidential Information”) except , and to notify immediately the other Party upon becoming aware of the same and take necessary measures in order to reduce the effects of such unauthorized misuse or disclosure. Each Party may disclose the other Party’s Confidential Information to its affiliates or subcontractors on a need to know basis for the purpose of this Agreement and under at least as stringent confidentiality obligations as set out in this Section 11. Notwithstanding this Section, either Party shall be allowed to disclose information to the extent expressly permitted required by a lawful request made or required under applicable laws decision taken by a competent authority or court of law. The confidentiality obligations set out in this Section 11 do not apply to material and regulations. All Confidential Information that a Disclosing information that: is generally available or otherwise public without the receiving Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under being in breach of this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by ; or the Disclosing receiving Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to has received from a third party is made subject without breach of confidentiality; or was in the possession of the receiving Party without confidentiality obligation prior to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted receiving the information from disclosing Party; or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving receiving Party becomes legally compelled (by interrogatories, requests for has independently developed without using the information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, material received from the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving disclosing Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions Upon termination of this Agreement, the Receiving receiving Party agrees shall return to furnish only that portion of the disclosing Party the Confidential Information which is legally required in received from it or, upon the reasonable opinion of its counseldisclosing Party’s request, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion certify destruction of the Confidential Information which same. The receiving Party shall, however, be entitled to retain such material as is being furnished or disclosedrequired by applicable law. The obligations under this Section 11 will remain in force after termination of this Agreement.

Confidentiality. Each party Party agrees not to this Agreement agrees that it shall treat use any Confidential Information (as confidentialdefined herein) of the other Party except to the other Party’s benefit and in performance of its obligations under the MSA, these Additional Terms or the Incorporated Agreements, and not to disclose such information to any third partyparties (other than, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) as determined by the receiving Party in good faith, those contractors, agents, advisors, and attorneys with a “need to know” and who are subject to obligations that will similarly limit the use and disclosure of the information). Each Party further agrees to use the same means to protect Confidential Information of the other party (Party as it uses for its own confidential information, provided that in no event shall a Party use less than reasonable care. “Disclosing Party”) Confidential Information” includes not only proprietary or confidential information that is marked “Confidential” or otherwise identified as such, but also information that should reasonably should be known expected to be confidential, including considered confidential or proprietary by the investment activities disclosing Party regardless of marking or holdings identification. Confidential Information shall not include any information that: (i) is now or becomes available in the public domain through no breach of the Portfolio(sMSA, these Additional Terms or the Incorporated Agreements; (ii) (collectively, “Confidential Information”) except can be shown through documented evidence to have been in the possession of the receiving Party as of the date of execution hereof or prior to the extent expressly permitted date of disclosure by the disclosing Party; (iii) can be shown through documented evidence to have been independently learned by the receiving Party from a third party without breach of the MSA, these Additional Terms or the Incorporated Agreements; (iv) can be shown through documented evidence to have been independently developed by the receiving Party; or (v) is required under applicable laws and regulationsby law or order of a court, administrative agency or other governmental body to be disclosed by the receiving Party. All Confidential Information that a Disclosing Party provides to a Receiving Party is and shall not be used by remain the Receiving Party for any purpose not permitted under this Agreementsole and exclusive property (or, where applicable, valid license) of the disclosing Party. The foregoing (a) shall not be applicable to any information Parties acknowledge that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent unauthorized disclosure or use of any Confidential Information could cause irreparable harm and significant injury to the disclosing Party, the extent necessary and consequences of which may be difficult to render assess. Therefore, if a Party believes its Confidential Information may be, or has been, disclosed contrary to the services terms of this Section, that Party shall be entitled to seek specific performance, injunctive and/or other equitable relief by a court of competent jurisdiction as a remedy for any such breach or perform anticipated breach without the obligations pursuant necessity of posting a bond. Any exercise by the non-breaching Party of its right to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) equitable relief or specific performance shall not prevent disclosures expressly permitted constitute a waiver by the non-breaching Party of any other rights which it may have to monetary damages or required under applicable lawother relief. Notwithstanding the requirements and obligations of this Section, rule or regulation subject Evolve IP shall have the right to compliance with the following. If issue a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to press release and/or otherwise publicly disclose any Confidential Information, the Receiving Party agrees that it has entered into an agreement to provide (services to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedCustomer.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s Advisers’ investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(sFund(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to Party agrees that the terms of this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any all information (including the Sub-Adviser’s investment advice) provided furnished to it (“Receiving Party”) by the other party Party which is marked or reasonably identified or identifiable as confidential or proprietary , including pricing, maps, network routes, financial terms, design information, methodologies, specifications, locations or other information to which it has access under this Agreement, are deemed the confidential and proprietary information or trade secrets (“collectively referred to as "Proprietary Information") of the Disclosing Party and will remain the sole and exclusive property of the Disclosing Party (the Party furnishing the Proprietary Information referred to as the "Disclosing Party”) that is marked “Confidential” or that reasonably should be known " and the other Party referred to be confidential, including as the investment activities or holdings "Receiving Party"). The Receiving Party will treat the Proprietary Information of the Portfolio(s) (collectivelyDisclosing Party and the contents of this Agreement in a confidential manner and, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by necessary in connection with the Receiving Party for any purpose not permitted performance of its obligations under this Agreement, neither Party may directly or indirectly disclose the same to anyone other than its employees, agents, consultants, potential acquirers or investors, lenders, attorneys or other advisors on a need to know basis and who agree to be bound by the terms of this Section 8, without the written consent of the Disclosing Party. The foregoing (a) shall Receiving Party will use Proprietary Information only as needed for the purposes of this Agreement. Information will not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter deemed Proprietary Information if it (i) becomes publicly available other than in contravention through the actions of this Agreement the Receiving Party; (ii) was previously known to or is independently developed by the Receiving Party free of any confidentiality obligation known to keep it confidential; or (iii) becomes available to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to Party without restriction from a third party is made subject to whose disclosure does not violate any confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the followingobligation. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees is required by a governmental or judicial law, order, rule, regulation or permit to provide (disclose Proprietary Information, it must give prompt written notice to the extent practicable and not prohibited under applicable law) the Disclosing Party of the requirements of such disclosure and cooperate fully with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counselminimize such disclosure, and to exercise commercially reasonable efforts to obtain disclosure after such notice shall not be a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedbreach hereof.

Confidentiality. Each Party shall protect the other’s Confidential Information from unauthorized dissemination and use with the same degree of care that such Party uses to protect its own like information, but not less than reasonable care. Neither Party will use the other’s Confidential Information except as permitted by the licenses hereunder or for purposes other than those necessary to directly further the purposes of this Agreement. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, each Party shall only have the right to sublicense the Intellectual Property to which it is granted a license hereunder, subject to Section 4.1 and pursuant to the following: (i) with respect to a sublicense to a Subsidiary, to a Subsidiary which, prior to accessing any of the licensed Intellectual Property, is legally bound to the terms of an appropriate confidentiality agreement containing limitations no less restrictive than those set forth in Sections 2.1 and/or 3.1, as applicable, 4.3 and 5 of this Agreement and otherwise adequately protects the intellectual property rights of licensor in the Intellectual Property and who uses the Intellectual Property solely in accordance with the terms and conditions of this Agreement; and/or (ii) with respect to any third party agent and/or contractor, to a third party agent and/or contractor with a need to know who is hired by the party to whom a license to the applicable Intellectual Property has been granted hereunder, who uses the applicable Intellectual Property solely for the benefit of the applicable licensee hereunder, and who, prior to accessing any of the licensed Intellectual Property, has signed an appropriate confidentiality agreement, which agreement contains provisions no less restrictive than those set forth in Sections 2.1 and/or 3.1, as applicable, 4.3 and 5 of this Agreement agrees and otherwise adequately protects the intellectual property rights of licensor in the Intellectual Property and who uses the Intellectual Property solely in accordance with the terms and conditions of this Agreement. Except as permitted by the licenses hereunder or as required by law or order of any governmental authority (provided that it shall treat such disclosure will be done under reasonable steps to protect confidentiality, such as confidentiala protective order), and not neither Party will disclose to any third party, any information (including parties the Sub-Adviserother’s investment advice) provided to it (“Receiving Party”) by Confidential Information without the prior written consent of the other party (“Disclosing Party”) that . Except as expressly provided in this Agreement, no ownership or license right is marked “Confidential” granted in any Confidential Information. The Parties’ obligations of confidentiality under this Agreement shall not be construed to limit either Party’s right to independently develop or that reasonably should be known to be confidentialacquire products without use of, including or reference to, the investment activities or holdings other Party’s Confidential Information. The confidentiality obligations of the Portfolio(sParties under this Agreement shall terminate with respect to any specific Confidential Information five (5) years from the date of receipt thereof. Each Party agrees not to disclose the content or nature of this Agreement to any third party without the prior written consent of the other Party; provided, however, that this obligation shall not apply to a Party (collectively, “Confidential Information”i) except to the extent expressly permitted such Party is required by law or required under applicable laws and regulations. All Confidential Information order of any governmental authority (provided that such Party takes reasonable steps to protect the confidentiality of such information, such as a Disclosing Party provides protective order) to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under disclose this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information but only to the extent necessary to render comply with such law or order; (ii) to the services extent necessary for such Party to enforce or perform the obligations pursuant to exercise its rights under this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (ciii) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable reasonably necessary and not prohibited under applicable lawon a confidential basis, to its accountants, attorneys, financial advisers and potential investors in or acquirers of such Party or (iv) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving respect to such Party’s compliance with the provisions disclosure and public filing of this Agreement. If that protective order Agreement (and its terms and conditions) in connection with a public offering of securities by such Party or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedAffiliates.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law, regulation or regulatory requirement) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed. Notwithstanding anything to the contrary in the foregoing, no such notice shall be required in respect of any disclosure to any bank regulatory authority having jurisdiction over the party receiving such a request. Notwithstanding anything in the Agreement to the contrary, to the extent that any market counterparty with whom the Sub-Adviser deals requires information relating to the Portfolio(s) (including, but not limited to, the identity and market value of the Portfolio(s)), the Sub-Adviser shall be permitted to disclose such information to the extent necessary to effect transactions on behalf of the Portfolio(s) in accordance with the terms of this Agreement.

Confidentiality. Each party All Confidential Information shall be held and treated by the Parties and their agents in confidence, used solely in connection with this Agreement, and shall not, except as hereinafter provided, be disclosed without the other Party’s prior written consent. Notwithstanding the foregoing, this Agreement may be disclosed to a third party: (a) for the purpose of effectuating the supply, transmission and/or distribution of Energy or any other product or service to be delivered pursuant to this Agreement agrees that it shall treat Agreement, (b) to regulatory authorities of competent jurisdiction, or as confidentialotherwise required by applicable law, regulation or order, and not disclose (c) to third parties in connection with a merger, acquisition/disposition and financing transactions, or audit, provided that any such third partyparty shall have signed a confidentiality agreement with the disclosing party containing customary terms and conditions that protect against the disclosure of the Confidential Information, any that strictly limit the recipient’s use of such information (including only for the Subpurpose of the subject transaction and that provide for remedies for non-Adviser’s investment advice) provided to it (“Receiving Party”) by compliance. In the other party event that either Party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted requested or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential InformationInformation pursuant to subsection (a) above, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party shall provide the other Party with prompt written notice of that request(s) any such request or requirement, so that the Disclosing other Party may seek an appropriate protective order order, other confidentiality arrangement or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If In the event that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreementis requested or required to disclose Confidential Information pursuant to subsection (b) above, the Receiving Disclosing Party agrees shall seek confidential treatment of such information in order to furnish only protect such information from further disclosure. If, failing the entry of a protective order, other confidentiality arrangement or the receipt of a waiver hereunder, the Disclosing Party, in the opinion of counsel, is compelled to disclose Confidential Information, the Disclosing Party may disclose that portion of the Confidential Information which the Disclosing Party’s counsel advises that the Disclosing Party is legally required in the reasonable opinion of its counselcompelled to disclose; provided, and to exercise commercially reasonable efforts to obtain that any such disclosure includes a protective order or other reliable assurance that request for confidential treatment will be accorded to that portion of this Agreement and the request for redaction of the Confidential Information from the copies of this Agreement which is being furnished are placed in the public record or disclosedotherwise made available. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. In addition, to the foregoing, the disclosing Party shall indemnify, defend and hold harmless the other Party from and against any Claims, threatened or filed, and any losses, damages, expenses, attorneys’ fees or court costs incurred by such Party in connection with or arising directly or indirectly from or out of the disclosing Party’s disclosure of the Confidential Information to third parties except as permitted by subsections (a), (b) or (c) above.

Confidentiality. Each Except as set forth in the Agreement, neither receiving party to this Agreement agrees that it shall treat as confidentialwill, and not disclose to any third without the prior written consent of the disclosing party, any information (including disclose or use the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings Confidential Information of the Portfolio(s) (collectivelydisclosing party. Each receiving party will protect the disclosing party’s Confidential Information using at least the same efforts the receiving party uses to protect its own confidential information of a similar nature, “Confidential Information”) except but in no event less than commercially reasonable efforts. Each receiving party agrees to limit disclosure and access to the extent expressly permitted or required under applicable laws and regulations. All disclosing party’s Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing those of its officers, employees, contractors, attorneys or other representatives who (a) shall not be applicable to any information that is publicly available when provided by reasonably require such access in connection with the Disclosing Party or which thereafter becomes publicly available other than in contravention consummation of this the transactions contemplated under the Agreement or prosecuting or defending any confidentiality obligation known claim arising under or with respect to the Receiving PartyAgreement, (b) are made aware of the Confidential Information’s confidential nature and (c) are subject to confidentiality and non-use obligations at least as restrictive as those set forth herein. Each receiving party agrees not to use the disclosing party’s Confidential Information for any purpose other than in connection with the consummation of the transactions contemplated under the Agreement or prosecuting or defending any claim arising under or with respect to the Agreement. Nothing in the Agreement shall not prevent disclosure be deemed or use construed to grant to the receiving party a license to sell, develop, exploit or create derivatives of any the disclosing party’s Confidential Information. A receiving party may disclose the disclosing party’s Confidential Information to the extent necessary required to render do so by applicable law, provided, that, (i) to the services or perform extent legally permissible, the receiving party notifies the disclosing party prior to making any such disclosure so as to enable the disclosing party to seek such protection as may be available to preserve the confidentiality of such Confidential Information and (ii) the receiving party discloses only such information as its counsel advises is legally required to be disclosed. Notwithstanding the obligations in this Section 5, neither receiving party’s obligations under this Section 5 shall apply to information that (1) is at the time of disclosure by the disclosing party to the receiving party in the public domain or, at any time thereafter enters the public domain through no breach of this Section 5 by the receiving party, (2) is already known to the receiving party at the time of its disclosure by the disclosing party to the receiving party, (3) is independently developed by the receiving party without use of or reference to Confidential Information of the disclosing party, or (4) is received by the receiving party from a third party who is not known to the receiving party to be subject to any restriction on disclosure. Promptly following receipt of the disclosing party’s written request, the receiving party shall return to the disclosing party or destroy (at the receiving party’s option) all of the disclosing party’s Confidential Information. Notwithstanding the foregoing, the receiving party shall have no obligation to return or destroy any of the disclosing party’s Confidential Information retained in standard archival or computer back-up systems or pursuant to the receiving party’s normal document or email retention practices, provided, that, the receiving party’s obligations under this Section 5 with respect thereto shall survive for two (2) years following the date such Confidential Information is no longer retained pursuant to this sentence (but no less than two (2) years following expiration or termination of the Agreement). Each party’s obligations under this Section 5 shall survive for two (2) years following expiration or termination of the Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationsprovided, and (c) shall not prevent disclosures expressly permitted or required under applicable lawthat, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and any of the disclosing party’s Confidential Information constitutes a trade secret, the receiving party’s obligations under this Section 5 with respect thereto shall survive until such Confidential Information ceases to so constitute a trade secret (but no less than two (2) years following expiration or termination of the Agreement). Each receiving party acknowledges that a threatened or actual breach by it of this Section 5 may result in immediate, irreparable harm to the disclosing party for which monetary damages may not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so be adequate compensation and, consequently, that the Disclosing Party may disclosing party shall be entitled, in addition to all other remedies available to it at law or equity, to seek an appropriate protective order (without any requirement to post bond) injunctive or other appropriate remedy and/or waive equitable relief to prevent such threatened or actual breach. The receiving party will be responsible for any violation of the Receiving Party’s compliance with the provisions terms of this Agreement. If that protective order Section 5 committed by its officers, employees, contractors, attorneys or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedrepresentatives.

Confidentiality. Each Except as hereinafter permitted, Seller and Purchaser each expressly acknowledge and agree that prior to Closing, the transactions contemplated by this Agreement and the terms, conditions, and negotiations concerning the same will be held in the strictest confidence by each of them and will not be disclosed by either of them except to their respective legal counsel, accountants, consultants, officers, partners, directors, shareholders, brokers, lenders, consultants and other Licensee Parties, and except and only to the extent that such disclosure may be necessary for their respective performances hereunder. Except as expressly provided in this Agreement, Purchaser further acknowledges and agrees that, unless and until the Closing occurs, all information obtained by Purchaser in connection with the Property will not be disclosed by Purchaser to any third persons without the prior written consent of Seller. Nothing contained in this Article XII will preclude or limit either party to this Agreement agrees that it shall treat as confidential, and not disclose from issuing a press release or making other disclosures with respect to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted otherwise deemed confidential under this Agreement. The foregoing Article XII (a) shall not be applicable in response to any information that is publicly available when provided by the Disclosing Party lawful process or which thereafter becomes publicly available subpoena or other than in contravention valid or enforceable order of this Agreement a court of competent jurisdiction or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure required by law or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, by rule or regulation subject of the Securities and Exchange Commission or the New York Stock Exchange, including without limitation in any filings required by a governmental authority or (d) with respect to compliance with information that has been previously disclosed to the followinggeneral public by Seller or Xxxx-Xxxx Realty Corporation. If In determining whether a Receiving Party becomes legally compelled (disclosure contemplated in the preceding sentence is required by interrogatories, requests for information law or documents, subpoenas, civil investigative demands, applicable regulations by rule or similar processes) to disclose any Confidential Informationregulation of the Securities and Exchange Commission or the New York Stock Exchange, the Receiving Party agrees disclosing party is entitled to provide (to rely upon the extent practicable written advice of counsel. Nothing in this Article XII will negate, supersede or otherwise affect the obligations of the parties under the Confidentiality Agreement, and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Article XII will survive the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement. Any press release issued by either party to this Agreement after the Closing, the Receiving Party agrees to furnish only that portion subject of which is the transaction contemplated by this Agreement (i.e. the sale of the Confidential Information which is legally required Property), shall be in the reasonable opinion form and substance of its counselthe press releases attached hereto as EXHIBIT S-1 or EXHIBIT S-2, as applicable, provided that each party's press release is subject to the review by such party's securities counsel and may be revised if, and to exercise commercially reasonable efforts to obtain the extent, such counsel advises that a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which revision is being furnished or disclosedlegally required.

Confidentiality. Each party Party agrees to hold and maintain in confidence all Confidential Information of the other Party. Each Party further agrees not to disclose any Confidential Information of the other Party to any person or entity except to those of its and its Affiliates5 employees, consultants, agents and advisors who have a need to know, and, in any event, each Party shall be fully responsible for any disclosure or use of the Confidential Information in violation of this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by of the other party (“Disclosing Party”) that is marked “Confidential” Party by any of its or that reasonably should be known to be confidentialits Affiliates’ employees, including consultants, agents or advisors. Without limiting the investment activities or holdings foregoing, Confidential Information of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving other Party shall not be used except as otherwise permitted by the Receiving Party for this Agreement, or as may be necessary to exercise any purpose not permitted rights or perform any obligations under this Agreement. The foregoing Nothing contained in this Article 8 shall prevent either Party from disclosing any Confidential Information of the other Party to (a) shall not Regulatory Authorities for the purpose of obtaining approval to distribute and market an API (or Finished Products), provided, however, that all commercially reasonable steps are taken to maintain the confidentiality of such Confidential Information to be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Partydisclosed, (b) shall not prevent disclosure to accountants, lawyers or use of any other professional advisors or in connection with a merger, acquisition or securities offering, subject in each case, to the recipient entering into an agreement to protect such Confidential Information to the extent necessary to render the services or perform from disclosure that is at least as restrictive as the obligations pursuant to set forth in this AgreementArticle 8, provided that any disclosure to a third party is made subject to confidentiality obligations, and or (c) shall not prevent disclosures expressly permitted or is required under applicable lawby Applicable Laws to be disclosed, rule or regulation provided however, that the Party subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (such disclosure requirement has provided written notice to the extent practicable and not prohibited under applicable law) the Disclosing other Party with prompt promptly upon receiving notice of that request(ssuch requirement (if legally possible under the circumstances) so that in order to enable the Disclosing other Party may to seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance otherwise prevent or limit disclosure of such Confidential Information. In performing its obligations under this Article 8, each Party shall use at least that confidential treatment will be accorded to that portion degree of the care as it would employ in protecting its own Confidential Information which is being furnished from improper use or discloseddisclosure.

Confidentiality. Each party “Confidential Information” of a party, as that phrase is used in this Terms Sheet and in any resulting agreement based on this Terms Sheet, will mean any and all technical and non-technical information, including, but not limited to, patent, copyright, trade secret and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, source code, object code, formulas and documentation related to this Agreement agrees that it shall treat as confidentialthe current, future and proposed products and services of such party, and not disclose to includes without limitation such party’s information concerning its respective research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, advertiser lists, business forecasts, sales, merchandising, marketing plans and other business information. “Confidential Information” also includes proprietary or confidential information of any third party that may disclose such information to a party in the course of such party’s business. The parties hereto agree that they will not make use of, disseminate or in any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by way disclose Confidential Information of the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided person, firm or business, except as required by the Disclosing Party applicable law or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render fulfil the services or perform purposes contemplated by this Terms Sheet and any definitive agreement based hereon and any purpose that the obligations pursuant other party may hereafter authorise in writing. Each party agrees to this Agreement, provided that any disclosure to a third treat all Confidential Information of the other party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) same degree of care as they accord to disclose any their own Confidential Information, and each party warrants that it will exercise reasonable care to protect its own Confidential Information. Each party will immediately give notice to the Receiving Party other party of any unauthorised use or disclosure of such party’s Confidential Information, and agrees to provide (assist in remedying any such unauthorised use or disclosure of the other party’s Confidential Information. A party’s obligations with respect to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that any portion of the other party’s Confidential Information which is legally required will terminate when such party can provide evidence that (i) it was in the reasonable opinion public domain at or subsequent to the time of its counsel, disclosure to the receiving party; (ii) it was rightfully in the receiving party’s possession free of any obligation of confidence at or subsequent to the time of its disclosure to the receiving party; (iii) it was developed by employees or agents of the receiving party independently of and without reference to exercise commercially reasonable efforts any information communicated between the parties; or (iv) the communication was in response to obtain a protective valid order by a court or other reliable assurance that confidential treatment governmental body, was otherwise required by law, or was necessary to establish the rights of either party under this Terms Sheet or under any final agreement based hereon. All Confidential Information of a party will remain the property of the disclosing party and in the event of any termination of the negotiations, all Confidential Information, including all copies thereof, will be accorded returned to the owner of such Confidential Information. The parties agree and acknowledge that portion the requirement of confidentiality as set out herein will survive the Confidential Information which termination of this transaction for a period of 10 years irrespective of whether a definitive agreement relating to the proposed Transaction is being furnished entered into or disclosednot.

Confidentiality. Each party Any information such as specifications, drawings, sketches, business information, forecasts, models, samples, data, computer programs and other software and documentation of one Party (a Disclosing Party) that is furnished or made available or otherwise disclosed to this Agreement agrees that it shall treat as confidentialthe other Party or any of its employees, contractors, agents (its “Representatives” and not disclose to any third partywith a Party, any information (including the Sub-Adviser’s investment advice) provided to it (a “Receiving Party”) by the other party pursuant to this Agreement (“Disclosing PartyProprietary Information”) that is shall be deemed the property of the disclosing Party. Proprietary Information, if written, shall be marked “Confidential” or that reasonably should “Proprietary” or by other similar notice, and, if oral or visual, shall be known to be confidential, including confirmed in writing as confidential by the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except Disclosing Party to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used within ten (10) days after disclosure. Unless Proprietary Information was previously known by the Receiving Party for free of any purpose obligation to keep it confidential, or has been or is subsequently made public by an act not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known attributable to the Receiving Party, or is explicitly agreed in writing not to be regarded as confidential, it (bi) shall not prevent disclosure or use be held in confidence by each Receiving Party; (ii) shall be disclosed to only those persons who have need for it in connection with the provision of any Confidential Information services required to the extent necessary to render the services or perform the obligations pursuant to fulfill this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, Agreement and shall be used only for such purposes; and (ciii) shall not prevent disclosures expressly permitted or required under applicable lawmay be used for other purposes only upon such terms and conditions as may be mutually agreed to in advance of use in writing by the Parties. Notwithstanding the foregoing sentence, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) shall be entitled to disclose or provide Proprietary Information as required by any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under governmental authority or applicable law) the Disclosing Party law only in accordance with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions Section 15.4.2 of this Agreement. If that protective order or other remedy is not obtained by the date that the any Receiving Party must comply with the requestis required by any governmental authority or by applicable law to disclose any Proprietary Information, or if then such Receiving Party shall provide the Disclosing Party waives compliance with the provisions written notice of this Agreementsuch requirement as soon as possible and prior to such disclosure. The Disclosing Party may seek appropriate protective relief from all or part of such requirement or if it fails to successfully do so, the Receiving Party agrees to furnish only that portion of may comply with the Confidential Information which is legally required in requirement. The Receiving Party shall not interfere with the reasonable opinion of its counsel, and to exercise commercially reasonable Disclosing party’s efforts to obtain a any protective order or other reliable assurance that confidential treatment will be accorded relief which such Disclosing Party chooses to that portion obtain. In the event of the Confidential expiration or termination of this Agreement for any reason whatsoever, each Party shall return to the other Party or destroy all Proprietary Information which and other documents, work papers and other material (including all copies thereof) obtained from the other Party in connection with this Agreement and shall use all reasonable efforts, including instructing its employees and others who have had access to such information, to keep confidential and not to use any such information, unless such information is being furnished now, or is hereafter disclosed, through no act, omission or fault of such Party, in any manner making it available to the general public.

Confidentiality. Each party of the parties hereby agree to this Agreement agrees that it shall treat as confidential, maintain the Coal Briquetting Technology confidential and not to disclose to the Coal Briquetting Technology, or any third partyaspect thereof, any information (including the SubDeveloped Technology or Improvements (collectively, the "Confidential Information"). Notwithstanding the foregoing, information which (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure by the parties or their respective agents, employees, directors or representatives, (ii) was available to the party receiving disclosure on a non-Adviser’s investment adviceconfidential basis prior to its receiving disclosure hereunder, (iii) lawfully becomes available to the party receiving disclosure on a non-confidential basis from a third party source (provided that such source is not known by the party receiving disclosure or its agents, employees, directors or representatives to it be prohibited from transmitting the information), or (“Receiving Party”iv) a party is compelled by legal process by any court or other authority to disclose shall not be subject to the terms of this Section 2.5. In the case of (iv) above, the compelled party shall give the other party (“Disclosing Party”) prompt written notice of such legal process in order that is marked “Confidential” or that reasonably should an appropriate protective order can be known sought and each party agrees not to be confidential, including oppose the investment activities or holdings other party's efforts to prevent the disclosure of the Portfolio(s) (collectively, “Confidential Information”) except to . At the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under termination of this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use all copies of any Confidential Information (including, without limitation, any reports or memoranda) shall be returned by the party receiving disclosure. Nothing in this Agreement shall prohibit Licensee from disclosing the Confidential Information to others as may be reasonably necessary for Licensee to exploit Licensee's rights under the extent necessary to render the services or perform the obligations pursuant to Purchase Agreement, and/or this Agreement, ; provided that the recipient of any such Confidential Information executes a Confidentiality Agreement restricting further disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedInformation.

Confidentiality. Each party Except as otherwise provided herein, each Party agrees to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any maintain the confidentially of all non-public information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by received from or on behalf of the other party Party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to ). Neither Party shall externally disclose the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides of the other Party, other than to a Receiving Party shall subcontractors and representatives who are bound to confidentiality, and will not be used by the Receiving Party use any such information for any purpose other than as contemplated by this Agreement. Notwithstanding anything to the contrary herein, Applicant agrees that SERI may provide any information regarding Applicant and its activities, including, but not limited to, the results of SERI’s monitoring and inspection(s) referenced in this Agreement, to Applicant’s Certification Body, and the Accreditation Body of such Certification Body, in SERI’s discretion. SERI may also provide any information regarding Applicant and its activities to government authorities (i) in response to a request or investigation; (ii) as required by applicable law; (iii) in response to legal process and/or (iv) at SERI’s own initiative if, in SERI’s sole discretion, Applicant’s activities have or reasonably appear to have violated a law or regulation, and/or pose an actual or potentially imminent threat to the environment, public health and safety, or the health and safety of Applicant’s personnel. Applicant acknowledges that in making the above permitted under disclosures, SERI may disclose information that may otherwise be considered Confidential Information of Applicant. Applicant agrees that, unless publicly disclosed by SERI or otherwise permitted for disclosure in SERI’s discretion, any and all communications and/or information provided by SERI to Applicant regarding SERI’s monitoring activities and/or SERI’s enforcement of the terms of this Agreement, as well as the nature of SERI’s monitoring and inspection activities (including the fact that Applicant has been inspected or monitored by SERI) is and shall remain the Confidential Information of SERI, and may not be disclosed by Applicant. Applicant agrees to provide its consent to disclosure of information (confidential or otherwise) to SERI by its Certification Body and other third parties from whom SERI may reasonably request such information in order to conduct the monitoring and assurance activities described in this Agreement. The foregoing (a) shall not Parties acknowledge it would be applicable difficult to measure any information that is publicly available when provided by damages from the Disclosing Party or which thereafter becomes publicly available other than unauthorized disclosure of Confidential Information in contravention violation of this Agreement or any confidentiality obligation known Section 4.4. The Parties further acknowledge that the potential for such damages would be great, incalculable and irremediable, and that monetary damages alone would be an inadequate remedy. Accordingly, the Parties agree that in addition to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to other remedies provided in this Agreement, provided that any disclosure each shall be entitled to a third party is made subject to confidentiality obligations, and (cseek immediate injunctive relief against such unauthorized disclosure(s) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any of Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order whether actual or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedthreatened.

Confidentiality. Each party In connection with the Credit Facility and their respective obligations hereunder, each of the Obligors will be furnishing to this Agreement agrees that it shall treat as confidentialthe Credit Parties certain confidential information, including financial information relating to Obligors (any such confidential information and any other materials, documents, and not disclose to information that the Obligors may furnish in connection with this agreement and their respective obligations hereunder, together with any third partyanalysis, compilations, studies or other documents prepared by any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectivelyCredit Parties or their Representatives that contain or otherwise reflect such information or your review thereof, are collectively called the “Confidential Information”). Notwithstanding the foregoing, the term “Confidential Information” does not include information that (a) is or becomes available to the public other than as a result of a breach of the terms of this agreement; (b) was or becomes available to the Credit Parties or their Representatives on a non-confidential basis from a source other than the Obligors or any other Credit Party provided such source was not known by the recipient Credit Party or its Representatives to be prohibited from making such disclosure; or (c) was independently developed by or for the Credit Party without use of or reference to the Confidential Information. Each Credit Party hereby agrees that neither it nor its Representatives will disclose to, or discuss with, any person, any of the Confidential Information, except that you may, in connection with the ongoing evaluation and participation in the Credit Facility, disclose the Confidential Information to your Representatives who have a need to know of such information and who are aware of the confidential nature of such information and you may disclose the foregoing to any Person if you have received the prior written consent of the Borrower or as is otherwise required by applicable law or regulation. In the event that any Credit Party or their Representatives become legally compelled to disclose any of the Confidential Information, such Credit Party will, to the extent expressly permitted by applicable law or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by regulation, provide the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party Borrower with prompt notice of that request(s) so that the Disclosing Party it may seek an appropriate a protective order or other appropriate remedy and/or waive remedy. In the Receiving Party’s compliance with the provisions of this Agreement. If event that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain such a protective order or other reliable assurance that remedy is not obtained, the Credit Party or, as applicable, its Representatives shall only disclose such Confidential Information as advised by its counsel as being required or necessary by law and in a manner reasonably designed to preserve, to the greatest extent possible, such informations confidential treatment will be accorded to that portion of nature. Notwithstanding the foregoing, a Credit Party and its Representatives may disclose the Confidential Information which is being furnished to any regulatory or disclosedself-regulatory agency (including any bank regulatory authorities) having jurisdiction over the Credit Party or its Representatives in the course of routine reviews or audits for reasons consistent with the performance of such agency’s or regulatory body’s duties. Each Credit Party hereby agrees that, in the event of any breach by it or any of its Representatives of this Section 15.13, the Obligors will be entitled to seek equitable relief (including injunction and specific performance) in addition to all other remedies available at law or in equity and that the Credit Party shall be liable for any breach by its Representatives of the terms of this Section 15.13.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidentialThe Restricted Party will not, and not will cause its Representatives to not, disclose to or use at any third partytime, either during the Restricted Party’s employment or service or at any time thereafter, any Confidential Information of which the Restricted Party or such Representative, as applicable, is or becomes aware, whether or not such information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) is developed by the other party (“Disclosing Party”) that is marked “Confidential” Restricted Party or that reasonably should be known to be confidentialany of its Representatives, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted that such disclosure or use is directly related to and required under applicable laws by the Restricted Party’s or its Representatives’ performance in good faith of duties assigned to the Restricted Party or its Representatives by a Covered Party. The Restricted Party and regulations. All its Representatives will take all appropriate steps to safeguard Confidential Information that a Disclosing Party provides in its possession and to a Receiving Party protect it against disclosure, misuse, espionage, loss and theft. Nothing herein shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing construed to prevent disclosure of Confidential Information (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary in connection with the defense of any Action involving the Restricted Party or its Representatives (provided, that the Restricted Party or such Representative, as applicable, shall use its commercially reasonable efforts to render ensure that confidential treatment is afforded to such Confidential Information) or (b) to prohibit or impede the services Restricted Party from communicating, cooperating or perform filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case under such clause (b), that are protected under the obligations pursuant to this Agreementwhistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. The Restricted Party understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a third party federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made subject under seal. The Restricted Party understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to confidentiality obligationsthe attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. The obligations in this Section 5 will not (cx) shall not prevent disclosures expressly prohibit the Restricted Party from disclosing Confidential Information to its Representatives who have a reasonable need to know such information in connection with their role as a Representative of the Restricted Party or (y) apply to any Confidential Information which is required to be disclosed by the Restricted Party or its Representatives pursuant to any law, rule, regulation, order of any administrative body or court of competent jurisdiction or other legal process; provided that (i) to the extent permitted or required under by applicable law, rule or regulation subject to compliance with the following. If a Receiving applicable Covered Party becomes legally compelled is given reasonable prior written notice, (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processesii) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under permitted by applicable law, the Restricted Party cooperates (and causes its Representatives to cooperate) the Disclosing with any reasonable request of any Covered Party with prompt notice of that request(sto seek to prevent or narrow such disclosure and (iii) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s if after compliance with the provisions of this Agreement. If that protective order or other remedy clauses (i) and (ii) such disclosure is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreementstill required, the Receiving Restricted Party agrees to furnish and its Representatives only that disclose such portion of the Confidential Information which that is legally expressly required in by such legal process, as such requirement may be subsequently narrowed. Notwithstanding the reasonable opinion foregoing, under no circumstance will the Restricted Party or any of its counselRepresentatives be authorized to disclose any information covered by attorney-client privilege or attorney work product of any Covered Party or any of their respective controlled Affiliates without prior written consent of the Company’s (or following the Closing, and to exercise commercially reasonable efforts to obtain a protective order Surviving Pubco’s) General Counsel or other reliable assurance that confidential treatment will be accorded to that portion of officer designated by the Confidential Information which is being furnished or disclosedCompany (or, following the Closing, the Surviving Pubco).

Confidentiality. Each party to The term “Confidential Information” shall mean this Agreement and all data, trade secrets, business information and other information of any kind whatsoever that a Party (“Discloser”) discloses, in writing, orally, visually or in any other medium, to the other Party (“Recipient”) or to which Recipient obtains access and that relates to Discloser. A “writing” shall include an electronic transfer of information by e-mail, over the Internet or otherwise. Each of the Parties, as Recipient, hereby agrees that it shall treat as confidential, and not disclose Confidential Information of the other Party to any third partyparty during or after the Term of this Agreement, any information other than on a “need to know” basis and then only to: (including a) Recipient’s employees; (b) its agents and consultants, provided that all such persons are subject to a written confidentiality agreement that shall be no less restrictive than the Sub-Adviser’s investment adviceprovisions of this Section; and (c) provided to it (“Receiving Party”) as required by law or as otherwise expressly permitted by this Agreement. Recipient shall not use or disclose Confidential Information of the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under other than to carry out this Agreement. The foregoing (a) Recipient shall treat Confidential Information of the other Party with no less care than it employs for its own Confidential Information of a similar nature that it does not be applicable wish to any information that is publicly available when provided by the Disclosing Party disclose, publish or which thereafter becomes publicly available other disseminate, but not less than in contravention a reasonable level of care. Upon expiration or termination of this Agreement for any reason or any confidentiality obligation known to at the Receiving Party, (b) shall not prevent disclosure or use written request of any Confidential Information to either Party during the extent necessary to render the services or perform the obligations pursuant to Term of this Agreement, provided that any disclosure Recipient shall promptly return to a third party is made the Discloser, at such Discloser’s direction, all of Discloser’s Confidential Information in the possession of Recipient, subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance in accordance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable terms and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If To the extent legally permitted, Recipient shall notify Discloser of any actual or threatened requirement of law to disclose Confidential Information promptly upon receiving actual knowledge thereof and shall reasonably cooperate with Discloser's reasonable, lawful efforts to resist, limit or delay disclosure. The obligations of confidentiality in this Section shall not apply to any information that protective order (a) Recipient rightfully has in its possession when disclosed to it, free of obligation to Discloser to maintain its confidentiality; (b) Recipient independently develops without access to Discloser’s Confidential Information; (c) is or becomes known to the public other remedy is not obtained than by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions breach of this Agreement, Section or (d) is rightfully received by Recipient from a third party without the Receiving Party agrees to furnish only that portion obligation of confidentiality. All Confidential Information and any results of processing Confidential Information or derived in any way therefrom shall at all times remain the property of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedDiscloser.

Confidentiality. (a) Each party to this Agreement Receiving Party (as defined below) agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All all Confidential Information that a Disclosing Party provides to a Receiving Party (as defined below) shall not be used kept confidential by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) and shall not be applicable disclosed by the Receiving Party in any manner whatsoever; provided, however, that (i) any of such Confidential Information may be disclosed to such directors, officers, employees, and authorized representatives (including without limitation attorneys, accountants, consultants, and financial advisors) of the Receiving Party (collectively, for purposes of this Section, "Receiving Party Representatives") as need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that each Receiving Party Representative shall be informed by the Receiving Party of the confidential nature of such information and shall be required to treat such information confidentially and that the Receiving Party and a Receiving Party Representative shall be responsible for any information that is publicly available when provided breach of this Section by such Receiving Party Representative), (ii) any disclosure of Confidential Information may be made to the extent to which the Disclosing Party or which thereafter becomes publicly available other than (as defined below) consents in contravention of this Agreement writing, (iii) Confidential Information may be disclosed by the Receiving Party or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information Party Representative to the extent necessary to render that, in the services or perform opinion of counsel for the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Informationsuch Receiving Party Representative, the Receiving Party agrees or such Receiving Party Representative is legally compelled to provide (do so, provided that, prior to making such disclosure, the extent practicable Receiving Party or such Receiving Party Representative, as the case may be, advises and not prohibited under applicable law) consults with the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date regarding such disclosure and provided further that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the such Receiving Party agrees to furnish Representative, as the case may be, discloses only that portion of the Confidential Information which as is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance required. The Receiving Party agrees that confidential treatment will be accorded to that portion none of the Confidential Information which is being furnished or disclosed.will be used for any purpose other than in connection with the transactions contemplated hereby. The term "

Confidentiality. Each party to Party recognizes that in the performance of this Agreement agrees that Agreement, it shall treat as may acquire, directly or indirectly from the other Party, proprietary, confidential, and not disclose to any third partytrade secret, any or information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known not otherwise available to be confidential, including the investment activities or holdings of the Portfolio(s) general public (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations). All Each Party shall maintain control of all Confidential Information that a Disclosing Party provides to a Receiving Party shall it receives and not be used by the Receiving Party disclose it or use it for any other purpose not permitted other than to perform its obligations under this Agreement. The foregoing (a) Each Party shall not be applicable return the Confidential Information, along with all materials derived therefrom, to any information that is publicly available when provided by the Disclosing disclosing Party or which thereafter becomes publicly available other than in contravention upon demand or, destroy them and provide verification of destruction upon the termination of this Agreement at the request of the disclosing Party. Each Party acknowledges that the value of the other Party’s Confidential Information is unique and substantial, and it may be impractical or any confidentiality obligation known difficult to assess its value in monetary terms. Accordingly, in the event of an actual or potential violation of this paragraph, the violating Party expressly consents to the Receiving Party, (b) enforcement of this Agreement by injunctive relief or specific performance in addition to any and all other remedies available to them. The Parties also agree to treat the terms and conditions of this Agreement as Confidential Information. The term Confidential Information shall not prevent disclosure or use of any Confidential Information apply to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion portions of the Confidential Information which is legally required that Party receiving it can show: (i) are or become generally available to the public other than as a result of a disclosure by the receiving Party; (ii) are in the reasonable opinion receiving Party’s possession from a source (other than the furnishing Party) that is not prohibited from disclosing such information, (iii) was known to the receiving Party prior to disclosure thereof by the furnishing Party; or (iv) are independently developed by the receiving Party without the use of its counselany non-public, and confidential or proprietary information received from the furnishing Party. A Party shall be entitled to exercise commercially reasonable efforts disclose the other Party’s Confidential Information as required pursuant to obtain a protective order judicial action, governmental regulations or investigation, or other reliable assurance requirements. Such Party shall, to the extent allowed or permitted by the applicable judicial action, governmental regulation or investigation or other requirements, promptly notify the Party that confidential treatment will be accorded to that portion of furnished the Confidential Information which is being furnished prior to any such disclosure, and reasonably cooperate (at the request and expense of the furnishing Party) with the furnishing Party to contest or disclosedlimit such disclosure.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable Each Receiving Party will treat and hold as confidential all of the Proprietary Information, refrain from using any of the Proprietary Information except in connection with this Agreement and transactions contemplated hereby, and deliver promptly to any information that is publicly available when provided by the Disclosing Party or destroy, at the request and option of the Disclosing Party, all tangible embodiments (and all copies) of the Proprietary Information which thereafter becomes publicly available other than are in contravention its possession. For purposes of this Agreement or any confidentiality obligation known to Section 7, following the Receiving PartyClosing, (b) the Seller shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If be deemed a Receiving Party becomes legally compelled (and the Buyer shall be deemed a Disclosing Party) of all Proprietary Information relating to the Acquired Assets. In the event that the Receiving Party is requested or required (by interrogatories, requests oral question or request for information or documentsdocuments in any legal proceeding, subpoenasincluding, without limitation, the Seller’s Approval processes, interrogatory, subpoena, civil investigative demandsdemand, applicable regulations or similar processesprocess) to disclose any Confidential Proprietary Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) will notify the Disclosing Party with prompt notice promptly of that request(s) the request or requirement so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this AgreementSection 7. If that If, in the absence of a protective order or other remedy is not obtained by the date receipt of a waiver hereunder, the Receiving Party is, on the advice of counsel, compelled to disclose any Proprietary Information to any tribunal or else stand liable for contempt, then the Receiving Party may disclose the Proprietary Information to the tribunal; provided, however, that the Receiving Party must comply with shall use its best efforts to obtain, at the request, or if request of the Disclosing Party waives compliance with the provisions of this AgreementParty, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective an order or other reliable assurance that confidential treatment will be accorded to that such portion of the Confidential Proprietary Information which is being furnished or disclosedrequired to be disclosed as the Disclosing Party shall designate.

Confidentiality. Each party Lender and the Administrative Agent (each, a “Lender Party”) hereby agrees for itself only that, except as specifically set forth herein, such Lender Party (i) shall not participate in or generate any press release or other release of information to the general public relating to the closing of the Loan without the prior written consent of Borrower, (ii) shall hold the Confidential Information in strict confidence in accordance with such Lender Party’s customary procedures to prevent the misuse or disclosure of confidential information of this Agreement agrees that it nature and in accordance with safe and sound banking practices, (iii) shall treat use the Confidential Information solely for the purposes of underwriting the Loan or acquiring an interest therein, carrying out such Lender Party’s rights or obligations under this Agreement, in connection with the syndication of the Loan, the enforcement of the Loan Documents, or other internal examination, supervision or oversight of the transactions contemplated hereby as confidentialreasonably determined by such Lender Party, or as otherwise permitted by the terms of this Section 11.14 (collectively, “Permitted Purposes”), and (iv) shall not disclose the Confidential Information to any third party, except as expressly authorized in this Agreement or with prior written consent of Borrower. Each Lender Party shall promptly notify Borrower in the event that it becomes aware of any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” loss or that reasonably should be known to be confidential, including the investment activities or holdings unauthorized disclosure of the Portfolio(s) (collectively, “any Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Each Lender Party shall not be used by the Receiving Party for have any purpose not permitted obligations under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure with respect to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that specific portion of the Confidential Information which is legally required if such Lender Party can demonstrate that such Confidential Information (i) was publicly available at the time it was disclosed to such Lender Party, (ii) became publicly available subsequent to the time it was disclosed to such Lender Party (except to the extent such public availability was the result of such Lender Party’s disclosure), (iii) was in or comes into a Lender Party’s possession from a source not known to such Lender Party (after reasonable inquiry) to be in breach of an obligation of confidentiality owed to Borrower in making such disclosure to such Lender Party, (iv) was in or comes into Lender Party’s possession free of any obligation of confidence owed to Borrower at the reasonable opinion time it was disclosed to such Lender Party, or (v) was developed by the employees or agents of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion the Lender Party without the use of the Confidential Information which is being furnished or disclosedInformation.

Confidentiality. Each party to this Agreement agrees that it (the "Receiving Party") shall treat as confidentialand shall require its subcontractors, agents, and not disclose employees to any third partyregard and preserve as confidential all financial, any technical and business information (including of the Sub-Adviser’s investment advice) provided other party and all information that is identifiable to it (“Receiving Party”) by a particular individual related to the other party (“the "Disclosing Party”) "), and each of their respective Affiliates, clients, suppliers and other entities with whom they do business that is marked “Confidential” or that reasonably should be known disclosed to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement("Confidential Information"). Without limitation of the foregoing, the AXP User Information shall be considered AXP's "Confidential Information". The foregoing (a) shall Receiving Party agrees to hold such Confidential Information in trust and confidence for the Disclosing Party and not be applicable to disclose such Confidential Information to any information that is publicly available when provided person, firm or enterprise, or use (directly or indirectly) any such Confidential Information for its own benefit or the benefit of any other party, unless authorized by the Disclosing Party or which thereafter becomes publicly available other than in contravention writing, and even then, to limit access to and disclosure of such Confidential Information to its employees on a "need to know" basis only. Information shall not be considered "Confidential Information" to the extent, but only to the extent, that such information is: (i) already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement or any confidentiality obligation known to agreement with such third party; (iii) is or becomes publicly available through no wrongful act of the Receiving Party, ; or (biv) shall not prevent disclosure or use of any Confidential Information to is independently developed by the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) without reference to disclose any Confidential Information, . Notwithstanding the foregoing the Receiving Party agrees may make any disclosure required to provide (to the extent practicable and not prohibited be made by such Receiving Party under applicable law) law or an order, judgment, decree or subpoena of a court of competent jurisdiction if it determines in good faith that it is necessary to do so provided, however, that the Receiving Party shall give prior written notice to the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement, and the Receiving Party will cooperate with the Disclosing Party to obtain such protective order. If In the event that such protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives waives, in writing, compliance with the relevant provisions of this Agreement, the Receiving Party agrees to will furnish only that portion of the Confidential Information which which, in the written opinion of the Receiving Party's counsel, is legally required in to be disclosed and, upon the reasonable opinion of its counsel, and to exercise commercially Disclosing Party's request use good faith reasonable efforts to obtain a protective order or other reliable assurance assurances that confidential treatment will be accorded to that portion of the such Confidential Information which is being furnished or disclosedInformation.

Confidentiality. Each party agrees that it will treat confidentially all information provided by the other party regarding such other party’s business and operations, including without limitation, with respect to the Commodity Subadvisor, the investment activities and holdings of the Fund and all information obtained in the ordinary course of performing its activities and duties hereunder about the Fund’s prior, present or potential limited owners. All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement agrees that it and, except as may be required in carrying out this Agreement, shall treat as confidential, and not disclose be disclosed to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information (i) that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available available, other than in contravention through a breach of this Agreement or any confidentiality obligation known to the Receiving PartyAgreement, (bii) shall not prevent disclosure or that is independently derived by either party hereto without the use of any Confidential Information information provided by the other party hereto in connection with this Agreement, (iii) that is disclosed, upon prior notice to the party whose information is being disclosed (to the extent such notice is permissible), in the manner and to the extent required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, agents, professional advisors, auditors or persons performing similar functions, as necessary to render solely for the purpose of rendering services or perform the obligations pursuant to under this Agreement, provided that any disclosure to a third party is made each person or entity shall be subject to confidentiality obligationsobligations substantially similar to those set forth herein. If either party becomes aware of a breach of this confidentiality provision, it will notify promptly the other party of such breach and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance provide such details as it deems appropriate and in accordance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to standard of care hereunder regarding the extent practicable and not prohibited of the breach of confidentiality. Each party’s obligations under applicable lawthis clause shall survive for a period of one (1) year following the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order expiration or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions termination of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement hereto agrees that it shall treat as confidential, and not disclose to any third party, any confidential all information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (the “Disclosing Party”) to such party (the “Recipient”) or to which the Recipient obtains access and that is marked “Confidential” or that reasonably should be known relates to be confidentialthe Disclosing Party, including the investment activities information regarding its business, financial affairs, operations or otherwise, including without limitation, securities holdings and trading information of the Portfolio(s) a Portfolio or Fund (collectively, “Confidential Information”) except ). In maintaining the confidentiality of the Confidential Information of a Disclosing Party, each Recipient shall exercise the same degree of care that such person exercises with respect to its own Confidential Information of a similar nature, including the extent expressly permitted or required under applicable laws use of customary data protection procedures, and regulationsin no event less than a reasonable degree of care. All Confidential Information that of a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party Recipient solely for the purpose of rendering or receiving services pursuant to this Agreement and shall not be disclosed to any purpose not permitted party other than such Recipient’s (i) employees and contractors who have a need-to-know for purposes of performing such Recipient’s obligations under this Agreement, provided, that, such persons and entities are bound by confidentiality provisions at least as stringent as those contained herein, (ii) regulators or examiners, and (iii) auditors and legal counsel, to the extent required in connection with services provided by such parties to Recipient. The Recipient shall notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information of the Disclosing Party of which the Recipient becomes aware. The parties agree that disclosure of Confidential Information of a Disclosing Party may give rise to an irreparable injury to such Disclosing Party inadequately compensable in damages. Accordingly, the Disclosing Party may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies which may be available. The foregoing (a) obligations of confidentiality and non-disclosure shall not be applicable to any information that the Recipient demonstrates (i) is publicly available when provided or thereafter becomes publicly available, other than through disclosure by the Recipient or any of its affiliates, or that is independently derived by the Recipient without the use of any information provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (bii) shall not prevent disclosure that is required in any legal or use regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation (collectively, “Legal Process”), or (iii) where the Recipient has received the prior written consent of the Disclosing Party. In the event that a Recipient is requested by or pursuant to, or required by, Legal Process to disclose any Confidential Information to the extent necessary to render the services or perform the obligations pursuant of any other party to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationssuch Recipient will, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) legally prohibited, provide the Disclosing Party with prompt notice of that request(s) so that such Legal Process in order to enable the Disclosing Party may Party, at its own expense, to seek an appropriate protective order or other appropriate remedy and/or waive (and, if the Receiving Disclosing Party seeks such order, the Recipient will provide such cooperation as the Disclosing Party shall reasonably request at the Disclosing Party’s compliance expense) to resist or narrow the scope of such request or legal process, or waive compliance, in whole or in part, with the provisions terms of this AgreementSection 10. If In the event that such protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreementsuch compliance, the Receiving Party agrees to furnish only that portion of the Confidential Information which may be disclosed as the Recipient, as advised by counsel, is legally required in to disclose and the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance Recipient will request that confidential treatment all such Confidential Information so disclosed will be accorded confidential treatment. Confidential Information disclosed in combination with other information that is not Confidential Information is not deemed to that portion fall within one of the Confidential Information which is being furnished foregoing exceptions by reason of such combination. Furthermore, and notwithstanding anything in this section to the contrary, the Sub-Accounting Agent may aggregate Fund or disclosedPortfolio data with similar data of other customers of the Sub-Accounting Agent (“Aggregated Data”) and may use Aggregated Data for purposes of constructing statistical models so long as such Aggregated Data represents a sufficiently large sample that no Fund or Portfolio data can be identified either directly or by inference or implication. All of the undertakings and obligations relating to confidentiality and nondisclosure, whether contained in this Section or elsewhere in this Agreement or any schedule or exhibit hereto shall survive the termination or expiration of this Agreement for a period of three (3) years.

Confidentiality. Each party to this Agreement agrees that it (a) During the Term and thereafter, the Parties hereto shall, and shall treat as confidentialinstruct their respective officers, employees, agents and other representatives (collectively, “Representatives”) to, maintain in confidence and not disclose any other Party’s financial, technical, sales, marketing, development, personnel, and other information, records, or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications or any other proprietary or confidential information, however recorded or preserved, whether written or oral (any such information, “Confidential Information”). Each Party hereto shall use the same degree of care, but no less than reasonable care, to protect each other Party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any third partyother agreement between the Parties, any information Party receiving any Confidential Information of any other Party (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by may use Confidential Information only for the other party purposes of fulfilling its obligations under this Agreement (the “Disclosing PartyPermitted Purpose”) that is marked “Confidential” or that reasonably should be known ). Any Receiving Party may disclose such Confidential Information only to be confidential, including its Representatives who have a need to know such information for the investment activities or holdings Permitted Purpose and who have been advised of the Portfolio(s) (collectively, “Confidential Information”) except to terms of this Section 4.01 and the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used liable for any breach of these confidentiality provisions by the such Persons; provided, however, that any Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any may disclose such Confidential Information to the extent necessary such Confidential Information is required to render the services or perform the obligations pursuant to this Agreementbe disclosed by an order of a Governmental Authority (a “Governmental Order”), provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, in which case the Receiving Party agrees to provide (shall promptly notify, to the extent practicable possible, the disclosing Party (the “Disclosing Party”), and not prohibited under applicable law) take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that rights prior to disclosure, and in which case the Receiving Party must comply shall only disclose such Confidential Information that it is advised by its counsel that it is legally bound to disclose under such Governmental Order. In addition, the Parties agree that each of Service Provider and Recipient may disclose this Agreement in its public filings with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, Securities and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedExchange Commission.

Confidentiality. Each Except as expressly permitted in this Section 7, each party to this Agreement agrees that it shall treat as confidential, keep confidential and not disclose to any third partyparty (except to any consultants, subcontractors or unaffiliated third parties with a need to know that agree to be bound in writing to the confidentiality provisions set forth in this Agreement), or use for its own benefit or for the benefit of any third party during the term of this Agreement and thereafter, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) Confidential Information disclosed by the other party (“Disclosing Party”) that is marked “Confidential” to it or that reasonably should be known to be confidential, including otherwise obtained during the investment activities course of its performance hereunder or holdings the negotiation of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) Each party shall not be applicable secure and protect the Confidential Information of the other in the same manner as it would secure and protect its own Confidential Information, but in no event using less than a reasonable duty of care. Each party shall limit disclosure of Confidential Information to only those employees that have a need to know such information and shall take appropriate action by instruction or agreement with such employees to assure fulfillment of its obligations hereunder. Each party shall cooperate with and assist the other in identifying and preventing any information that is publicly available when provided by unauthorized use, copying or disclosure of the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to Confidential Information. Notwithstanding the Receiving Partyforegoing, (b) shall not prevent disclosure or use of any a receiving party may disclose Confidential Information to the extent necessary to render the services required by law, a court or perform the obligations other governmental body, or pursuant to this Agreement, any applicable securities exchange requirement without consent of the disclosing party; provided that any disclosure to a third the receiving party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with gives the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt disclosing party advance notice of that request(s) so that such requirement to enable the Disclosing Party may disclosing party to seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment if possible. Nothing herein shall restrict either party form disclosing to a third party that it has a relationship with the other party and that it is subject to confidentiality obligations. The obligations in this Section 7 do not apply to information, whether or not designated as confidential or proprietary, that (a) is or becomes generally available to the public through no act or failure to act by the receiving party, (b) is already known by the receiving party at the time of receipt as evidenced by its competent written records in existence at the time of disclosure, (c) is provided to the receiving party by a third party not bound by an obligation of confidentiality, as matter of right and without restriction on disclosure, (d) is independently developed by the receiving party without access to the disclosing party’s Confidential Information as evidenced by the receiving party’s competent written records in existence at the time of disclosure, or (e) is disclosed to a third party by the disclosing party without a similar nondisclosure restriction. SubVAD acknowledges that privacy obligations under the law, including without limitation Customer Proprietary Network Information (or “CPNI”) regulated by the Federal Communications Commission (“FCC”), may prevent the provision of certain customer information to SubVAD. Notwithstanding the foregoing, and only to the extent that it is necessary to implement the relationship contemplated and developed pursuant to this Agreement between the parties, SubVAD is appointed (except with regard to the business model reflected herein) as its limited agent for the sole purpose of receiving, safeguarding and utilizing CPNI, Personal Information, and/or Subscriber Information (collectively, “Customer Information”). If SubVAD comes into possession of Customer Information, SubVAD shall adopt effective technical, physical and organizational measures that safeguard and limit disclosure of Customer Information solely to SubVAD’s personnel with a need to know such Customer Information for the performance of work under this Agreement and to the Verizon customer whose Customer Information is to be disclosed; provided, however, that Verizon Call Detail Information may not be disclosed to Verizon customers/Subscribers unless this Agreement is amended to specifically authorize such disclosure. If such disclosure is authorized under this Agreement, before Call Detail Information may be disclosed to the Verizon customer/Subscriber, SubVAD must verify the identity of the Verizon customer/Subscriber in accordance with FCC rules on the safeguarding of call detail (see FCC 07-22, Report and Order and Further Notice of Proposed Rulemaking, CC Docket No. 96-115), and confidential guidelines that will be accorded provided to SubVAD in a secure manner. Except and solely as provided in this subsection and this Agreement, SubVAD shall have no other power, express or implied, to act for or on behalf of VAD or Verizon. In the event Company uses subagents (which must be approved in advance in writing by VAD), SubVAD represents and warrants that portion it will adopt technical, physical and organizational measures that safeguard and limit disclosure of Customer Information solely to those: (i) having the same agency relationship with SubVAD as is granted to SubVAD in this Section 7 (ii) who have a need to know such Customer Information for the performance of the Confidential duties under this Agreement: (iii) who agree, in advance, in writing, to be bound by this Agreement; and (iv) who are bound under the terms of a written agreement with Company to safeguard such Customer Information which is being furnished from unauthorized use and disclosure. This appointment supersedes any and all prior appointments, and it may be revoked and terminated by Verizon or disclosedVAD, in its sole discretion, effective immediately, by written notice to SubVAD. SubVAD will successfully complete all Verizon-required or VAD-required CPNI training and certify that all of its employees and any subagents have taken and successfully completed such CPNI training.

Confidentiality. Each party In connection with preparation and during the term of this Agreement, one Party may disclose to the other or receive from the other written information relating to the subject matter of this Agreement which information, if so identified in writing either pursuant to this Agreement Section 11.0 or otherwise upon disclosure, shall be considered to be the disclosing Party's Confidential Information. Each Party agrees that it will take the same steps to protect the confidentiality of the other Party's Confidential Information as it takes to protect its own proprietary and confidential information. Each Party shall treat as confidentialprotect and keep confidential and shall not use, and not publish or otherwise disclose to any third party, any information except as permitted by this Agreement (including or the Sub-Adviser’s investment adviceOutline of Terms or Definitive Agreement) provided to it (“Receiving Party”) by or with the other party Party's written consent, the other Party's Confidential Information for a period of five (“Disclosing Party”5) that is marked “Confidential” or that reasonably should be known to be confidential, including years from the investment activities or holdings date of termination of the Portfolio(s) (collectivelyCross-Licensing Provisions or for 10 years, “Confidential Information”) except to whichever is longer. For the extent expressly permitted or required under applicable laws and regulations. All purposes of this Agreement, Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any include such information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation (i) was lawfully known to the Receiving Party, receiving Party at the time of disclosure; (bii) shall not prevent was generally available to the public or was otherwise part of the public domain at the time of disclosure or use became generally available to the public or otherwise part of the public domain after disclosure other than through any act or omission of the receiving Party in breach of this Agreement; (iii) became known to the receiving Party after disclosure from a source that had a lawful right to disclose such information to others; or (iv) is required to be disclosed by the receiving Party to comply with applicable laws, to defend or prosecute litigation or to comply with governmental regulations, provided that the receiving Party provides prior written notice of such disclosure to the other Party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure. Notwithstanding the above, the Parties may disclose Confidential Information to the extent necessary their legal representatives, to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationsAffiliates and their legal representatives, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide consultants (to the extent practicable and not prohibited such disclosure is intended to further the purposes contemplated under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If ) and provided such legal representatives, Affiliates and consultants have agreed in writing to be bound to protect the confidentiality of such information in a manner at least as restrictive as that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedgenerally set forth herein.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) acknowledges that it will have access to information that is treated as confidential and proprietary by the other party (the “Disclosing Party”) that is marked “Confidential” ), including, without limitation, trade secrets, technology, and information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel, or that reasonably should be known to be confidential, including the investment activities or holdings operations of the Portfolio(s) Disclosing Party, its affiliates, or their suppliers or customers, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations). All Any Confidential Information that a the Operator develops in connection with the Website shall be subject to the terms and conditions of this Section 8. The parties agree to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Disclosing Party provides in each instance, and not to a Receiving Party shall not be used by the Receiving Party use any Confidential Information for any purpose not permitted under except as required in the performance of this Agreement. The foregoing Receiving Party shall notify the Disclosing Party immediately in the event it becomes aware of any loss or disclosure of any Confidential Information. Confidential Information shall not include information that: (a) shall not be applicable is or becomes generally available to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available public other than in contravention through the Receiving Party’s breach of this Agreement Agreement; or any confidentiality obligation known (b) is communicated to the Receiving Party, (b) Party by a third party that had no confidentiality obligations with respect to such information. Nothing herein shall not be construed to prevent disclosure or use of any Confidential Information as may be required by applicable law or regulation, or pursuant to the extent necessary to render the services valid order of a court of competent jurisdiction or perform the obligations pursuant to this Agreementan authorized government agency, provided that any the disclosure to a third party is made subject to confidentiality obligations, and (c) shall does not prevent disclosures expressly permitted or exceed the extent of disclosure required under applicable by such law, rule regulation, or regulation subject to compliance with the followingorder. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the The Receiving Party agrees to promptly provide (written notice of any such order to the extent practicable Disclosing Party, and not prohibited under applicable law) in any event sufficiently in advance of making any disclosure to permit the Disclosing Party with prompt notice of that request(s) so that to contest the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreementseek confidentiality protections. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions Upon termination of this Agreement, the Receiving Party agrees to furnish only that portion of the return or destroy any Confidential Information which is legally required in the reasonable opinion of its counselpossession, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedincluding copies.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including During the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions term of this Agreement, the Receiving Party parties may communicate to each other certain confidential information to enable Service Provider to perform the services hereunder, and/or Service Provider may develop confidential information for Client. Each party agrees (i) to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counseltreat, and to exercise commercially reasonable efforts cause its employees, agents, subcontractors and representatives, if any, to treat as secret and confidential, all such information, and (ii) except as necessary in the performance of the Services, not to disclose any such confidential information or make available any reports, recommendations and/or conclusions which Service Provider may make for Client to any person, firm or corporation without first obtaining Client's written approval. The foregoing shall not prohibit or restrict any party from disclosing any information: (a) the disclosure of which is necessary to comply with any applicable laws, including, without limitation, federal or state securities laws, or any exchange listing or similar rules and regulations; (b) the disclosure of which is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction; (c) such information is now, or hereafter is made, generally available to the public other than by disclosure in violation of this Agreement; (d) such information was disclosed to the disclosing party by a third party that the disclosing party, in good faith, believes was not bound by an obligation of confidentiality; or (vi) the parties hereto consent to the form and content of any such disclosure. If any party learns that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, such party shall (1) give prompt notice to the other party prior to making such disclosure and allow such other party, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information, (2) reasonably cooperate with such other party in its efforts to prevent, or other reliable assurance that confidential treatment will obtain a protective order for, such disclosure, and (3) disclose the minimum amount of information required to be accorded disclosed. As requested by Client, Service Provider shall furnish to that portion Client quarterly financial certifications as have been previously provided to Client prior to the closing under the Merger Agreement or as may be requested by Client in connection with its financial reporting requirements. Such financial certifications shall be in the same or substantially similar form and substance as previously provided (or in such form and substance as may be reasonably required by Client), and shall be signed by a senior financial officer of the Confidential Information which is being furnished or disclosedService Provider. 10.

Confidentiality. Each The parties acknowledge and agree that to the extent either party to this Agreement agrees that it shall treat as confidential, and not disclose to receives any third party, any proprietary or confidential information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by regarding operations of the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except ), such Confidential Information represents valuable information to the extent expressly permitted or required under applicable laws and regulations. All party disclosing such Confidential Information that a (the “Disclosing Party provides to a Party’), and the party receiving such Confidential Information (the “Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing Party’) agrees (a) shall not be applicable to disclose any information that is publicly available when provided by Confidential Information of the Disclosing Party or which thereafter becomes publicly available other than in contravention to any third party without the written consent of this Agreement or any confidentiality obligation known to the Receiving Disclosing Party, (b) shall not prevent disclosure or to use any Confidential Information of the Disclosing Party for any purpose, other than to accomplish the transactions contemplated under this Agreement, without the prior written consent of the Disclosing Party, (c) to limit access to the Disclosing Party’s Confidential Information to the extent necessary to render Receiving Party’s employees who are directly involved with the services or perform the obligations pursuant to transactions described in this Agreement, provided (d) to inform each employee to whom the Disclosing Party’s Confidential Information is disclosed of the restrictions as to the use and disclosure of such confidential Information and to ensure that any disclosure to a third party is made subject to confidentiality obligationseach such employee shall observe such restrictions, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processese) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) return all of the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions Confidential Information upon termination of this Agreement. If The restrictions on use and disclosure described above shall not apply to information that protective order or other remedy is not obtained (i) was known to either party prior to disclosure by the date that other party, (ii) is or becomes part of the Receiving Party must comply with public knowledge or literature, through no fault of the requestparty to which it was disclosed, (iii) is subsequently received as a matter of right without restriction or disclosure from a third party lawfully having possession thereof, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required (iv) in the reasonable opinion of its counselcounsel to the Disclosing Party, and is required to exercise commercially reasonable efforts to obtain a protective be disclosed by applicable law or regulation, by order of court or other reliable assurance governmental authority, or pursuant to any listing agreement with, or the rules or regulations of any national securities exchange on which securities of such party are listed or traded; provided, however, that confidential treatment will be accorded prior to that portion of any such disclosure, the Confidential Information which is being furnished Receiving Party shall provide the Disclosing Party with reasonable notice and an opportunity to dispute or disclosedotherwise object to the required disclosure.

Confidentiality. Each Except as set forth in the Agreement, neither receiving party to this Agreement agrees that it shall treat as confidentialwill, and not disclose to any third without the prior written consent of the disclosing party, any information (including disclose or use the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings Confidential Information of the Portfolio(s) (collectivelydisclosing party. Each receiving party will protect the disclosing party’s Confidential Information using at least the same efforts the receiving party uses to protect its own confidential information of a similar nature, “Confidential Information”) except but in no event less than commercially reasonable efforts. Each receiving party agrees to limit disclosure and access to the extent expressly permitted or required under applicable laws and regulations. All disclosing party’s Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing those of its officers, employees, contractors, attorneys or other representatives who (a) shall not be applicable to any information that is publicly available when provided by reasonably require such access in connection with the Disclosing Party or which thereafter becomes publicly available other than in contravention consummation of this the transactions contemplated under the Agreement or prosecuting or defending any confidentiality obligation known claim arising under or with respect to the Receiving PartyAgreement, (b) are made aware of the Confidential Information’s confidential nature and (c) are subject to confidentiality obligations at least as restrictive as those set forth herein. Each receiving party agrees not to use the disclosing party’s Confidential Information for any purpose other than in connection with the consummation of the transactions contemplated under the Agreement or prosecuting or defending any claim arising under or with respect to the Agreement. Nothing in the Agreement shall not prevent disclosure be deemed or use construed to grant to the receiving party a license to sell, develop, exploit or create derivatives of any the disclosing party’s Confidential Information. A receiving party may disclose the disclosing party’s Confidential Information to the extent necessary required to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under do so by applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled provided, that, (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processesi) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable legally permissible, the receiving party notifies the disclosing party prior to making any such disclosure so as to enable the disclosing party to seek such protection as may be available to preserve the confidentiality of such Confidential Information and not prohibited under applicable law(ii) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish receiving party discloses only that portion of the Confidential Information which such information as its counsel advises is legally required to be disclosed. Notwithstanding the obligations in the reasonable opinion of its counselthis Section 5, and neither receiving party’s obligations under this Section 5 shall apply to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.information that

Confidentiality. Each party to (a) During the term of this Agreement agrees that it and thereafter, the Parties hereto shall, and shall treat as confidentialinstruct their respective Representatives to, maintain in confidence and not disclose the other Party’s financial, technical, sales, marketing, development, personnel, and other information, records, or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications or any other proprietary or confidential information, however recorded or preserved, whether written or oral (any such information, “Confidential Information”). Each Party shall use the same degree of care, but no less than reasonable care, to protect the other Party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any third partyother agreement between the Parties, any information Party receiving any Confidential Information of the other Party (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by may use Confidential Information only for the other party purposes of fulfilling its obligations under this Agreement (the “Disclosing PartyPermitted Purpose”) that is marked “Confidential” or that reasonably should be known ). Any Receiving Party may disclose such Confidential Information only to be confidential, including its Representatives who have a need to know such information for the investment activities or holdings Permitted Purpose and who have been advised of the Portfolio(s) (collectively, “Confidential Information”) except to terms of this Section 4.01 and the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used liable for any breach of these confidentiality provisions by the such Persons; provided, that any Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any may disclose such Confidential Information to the extent necessary such Confidential Information is required to render the services or perform the obligations pursuant to this Agreementbe disclosed by applicable Law, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, in which case the Receiving Party agrees to provide (shall promptly notify, to the extent practicable and not prohibited under applicable law) possible, the disclosing Party (the “Disclosing Party with prompt notice of that request(s) Party”), so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive order. In the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if event the Disclosing Party waives compliance with cannot obtain a protective order for all or part of the provisions of this AgreementConfidential Information required to be disclosed by applicable Law, the Receiving Party agrees to furnish shall only that portion of the disclose such Confidential Information which that it is advised by its counsel in writing that it is legally required in the reasonable opinion of its counsel, and bound to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or discloseddisclose under such applicable Law.

Confidentiality. Each party to this Agreement agrees that it After the Closing Date, Seller shall treat as confidential, keep confidential and not disclose to any third partyparty or use, and shall cause its Affiliates, the Divesting Entities and Representatives to keep confidential and not disclose to any information (including third party or use, the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) , except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided as expressly permitted by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, Agreement; (b) shall not prevent disclosure or use of any Confidential Information to the extent as necessary to render the services or perform the obligations this Agreement; (c) as required by Law; provided, that with respect to disclosure pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and clause (c) ), Seller shall not prevent disclosures expressly permitted notify Purchaser promptly of the request or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) requirement so that the Disclosing Party may Purchaser may, at its expense, seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with this Section 6.19, and in the provisions absence of this Agreement. If that a protective order or other remedy is not obtained by receipt of a waiver hereunder, Seller is, on the date that the Receiving Party must comply with the requestadvice of counsel, or if the Disclosing Party waives compliance with the provisions of this Agreementcompelled to disclose such Confidential Information, the Receiving Party agrees to furnish Seller may so disclose only that portion of the such Confidential Information which that is legally required based on advice of counsel to be disclosed in the reasonable opinion of its counselconnection therewith; provided, and to exercise further, that Seller shall use commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion such Confidential Information and shall otherwise maintain such Confidential Information in confidence in accordance with the provisions of this Section 6.19; (d) as necessary to defend, prosecute, arbitrate any indemnification claim or any litigation or dispute relating to this Agreement; or (e) with respect to Confidential Information relating to the Business, the Purchased Assets or the Assumed Liabilities, as reasonably necessary to operate Seller’s Business as conducted as of the Effective Date and without limitation of any of Seller’s rights or obligations under this Agreement, provided, that Seller shall not disclose any Confidential Information which to a third party unless such third party is being furnished or disclosedsubject to a confidentiality obligation in favor of Seller no less restrictive than this Section 6.19.

Confidentiality. Each party to The terms and conditions set forth in this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any in a Confirmation and the information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) received by one Party from the other party (“Disclosing Party”) that is marked “Confidential” Party under this Agreement or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) under any Confirmation (collectively, “Confidential Information”“) except are considered by both Buyer and Seller to the extent expressly permitted or required under applicable laws be confidential and regulationsproprietary information. All Neither Party shall disclose any such Confidential Information that a Disclosing to any third party, nor make any press release or public utterances of any kind regarding the Confidential Information, without the advance written consent of the other Party provides to a Receiving Party (which consent shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (aunreasonably withheld) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent except where such disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, independent accounting firms or law firms retained by a Party in connection with its business that have agreed to keep such terms and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the followingconditions confidential on terms no less restrictive than those set forth herein. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any of the Confidential Information, or if such disclosure is necessary in order to obtain or maintain regulatory or governmental approvals, applications or exemptions, the Receiving disclosing Party agrees will provide the Party that provided the Confidential Information with as much advance notice as practicable to provide (afford the opportunity to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive to prevent the Receiving Party’s compliance with the provisions of this Agreementdisclosure. If that such protective order or other appropriate remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreementobtained, the Receiving receiving Party agrees to shall furnish only that portion of the Confidential Information which that is legally required or necessary in the reasonable opinion of its counsel, legal counsel and shall cooperate with the disclosing Party to exercise commercially reasonable efforts enable the disclosing Party to obtain a protective order or other reliable assurance that confidential treatment will be accorded the same. Either Party shall be permitted to disclose Confidential Information to a prospective purchaser of this Agreement or the stock or assets of such Party, provided that portion any such prospective purchaser shall be bound by the provisions of this Section, and provided, further, that the disclosing Party will provide advance written notice to the other Party of the identity of the prospective purchaser and of the Confidential Information which that will be disclosed, and receive written approval from the other Party for such disclosure, with such written approval not to be unreasonably withheld. For purposes of this Section, the term "third party" shall not include (i) a parent, subsidiary, Affiliate, or sister corporation of either Party, or (ii) the respective officers, directors or employees of either Party. If the Coal is being furnished to be mined by Seller in Wyoming, Buyer acknowledges that Seller may be obligated to provide a copy of this Agreement and any Confirmation(s), and amendments and modifications to any of them, to the Minerals Management Service of the U.S. Department of Interior, as well as a summary of each such agreement to the State of Wyoming. Buyer agrees that with respect to such disclosures, no further notice from Seller or disclosedconsent from Buyer is required.

Confidentiality. Each During the Term hereof and at all times thereafter, each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) shall keep confidential and shall not use except in the performance of the transactions contemplated by this Agreement, any proprietary, technical or other business information of the other party (the “Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidentialincluding, including the investment activities or holdings without limitation, disclosure of the Portfolio(s) fact the Buyer has ordered Products; disclosure to any third party of any designs, specifications, trademarks, intellectual property tools provided by or on behalf of Buyer to Seller; any of the terms associated with this Agreement; pricing information an any financial data; as well as other confidential and proprietary information related to patents, copyrights, trademarks, trade secrets, technological developments or other proprietary materials; all of which a party has obtained or may obtain during the Term of this Agreement, (collectively, the “Confidential Information”) except to ). The Receiving Party shall, at all times both during the extent expressly permitted or required under applicable laws term of this Agreement and regulations. All thereafter, keep all such Confidential Information that a Disclosing Party provides to a in confidence and trust. The Receiving Party shall not be used use such Confidential Information other than as expressly permitted herein or by the Disclosing Party’s approval. The Receiving Party agrees to return to the Disclosing Party any written, printed or other materials embodying such Confidential Information and/ or materials, including all copies or excerpts thereof, given to or acquired by the Receiving Party for any purpose not permitted under in connection with this Agreement. The foregoing (a) Receiving Party shall not be applicable directly or indirectly disclose to the public or to any information that is publicly available when provided by nonessential person and/ or entity any of the Disclosing Party or which thereafter becomes publicly available other than in contravention terms of this Agreement or any confidentiality obligation known to without the Receiving Party’s prior approval, (b) shall not prevent disclosure or use of unless otherwise required to do so by any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this AgreementLaw; provided, provided however, that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to will provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) any such requirement so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. It is understood that the following shall not constitute Confidential Information and shall not be subject to that portion the provisions of this agreement: (i) any information which is or becomes generally available to the public through no fault of the Confidential Information Receiving Party; (ii) any information which is being furnished or disclosedbecomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its representatives, provided that such source is not known to us to be bound by a confidentiality agreement with the Receiving Party; or (iii) any information that is independently developed by the Receiving Party without reliance on the Confidential Information. Each party acknowledges and agrees that damages at law will be an insufficient remedy to the other party in the event that any of the covenants contained in this Section are violated. Accordingly, in addition to any other remedies or rights that may be available to the Disclosing Party, the Disclosing Party shall also be entitled, upon application to a court of competent jurisdiction, to obtain injunctive relief to enforce the provisions of Section 10, and in any proceeding in which the Disclosing Party attempts to specifically enforce any or all such covenants, each party hereby waives the defense that an adequate remedy at law exists. This Section shall survive the expiration or earlier termination of this Agreement.

Confidentiality. Each Confidential Information of a party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information is disclosed by that party (including the Sub-Adviser’s investment advice) provided to it (“Receiving PartyDiscloser”) by to the other party (the “Disclosing PartyRecipient”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except subject to the extent expressly permitted or required under applicable laws and regulationsterms of this Confidentiality clause. All You Confidential Information that a Disclosing Party provides is Personal Data is also subject to a Receiving Party the XXX.xxx Privacy Policy. Except as expressly permitted in this clause or the XXX.xxx Privacy Policy neither of us may disclose the other’s Confidential Information except to our employees, and to third parties who need to know the information to represent or advise the Recipient with respect to the subject matter of this Agreement, provided that all employees and third party recipients must be bound by written confidentiality obligations covering the Confidential Information that are at least as stringent as those stated in this Agreement. Neither party shall not be used by use the Receiving Party for any purpose not permitted other party’s Confidential Information except in connection with the performance of its obligations or exercise of its rights under this Agreement. The foregoing (a) However, Recipient shall not be in violation of this Section if it discloses or uses Discloser’s Confidential Information to comply with a legal requirement, such as a subpoena or preservation order, or to bring or defend a claim in an adjudicatory proceeding, provided that Recipient has limited its disclosure to only that Confidential Information reasonably necessary in light of circumstances. Each Party agrees to use reasonable care to protect the other party’s Confidential Information from unauthorized use and disclosure. Each party agrees not to reverse engineer, decompile, or disassemble the other party’s Confidential Information, except as permitted by applicable law and then on advance written notice of at least thirty (30) days to any information that is publicly available when provided by the Disclosing Party other party. Each party shall return or which thereafter becomes publicly available destroy the other than in contravention party’s Confidential Information on expiration or termination of this Agreement or any confidentiality obligation known to earlier on request of the Receiving Partyother party, (b) shall not prevent disclosure or use of any provided that a party may retain the other party’s Confidential Information to the extent reasonably necessary to render the services maintain reasonable and customary business records and as required for legal or perform the obligations pursuant to this Agreementregulatory compliance consistent with Recipient’s reasonable and customary practices, provided that any disclosure the use of the archived records is limited to legal or regulatory compliance. On request of a third party, the other party shall sign a certificate stating that it has complied with the requirement to return or destroy the other party’s Confidential Information as required by this Section. If you are an entity, the certificate must be signed by your officer having the authority of a corporate vice president or greater. Retained Confidential Information remains subject to the requirements of this Section and the XXX.xxx Privacy Policy. Each party is made subject responsible for a breach of this Section by its agents or representatives or any other person to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with whom it discloses the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Discloser’s Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each Except as set forth in the Agreement, neither receiving party to this Agreement agrees that it shall treat as confidentialwill, and not disclose to any third without the prior written consent of the disclosing party, any information (including disclose or use the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings Confidential Information of the Portfolio(s) (collectivelydisclosing party. Each receiving party will protect the disclosing party’s Confidential Information using at least the same efforts the receiving party uses to protect its own confidential information of a similar nature, “Confidential Information”) except but in no event less than commercially reasonable efforts. Each receiving party agrees to limit disclosure and access to the extent expressly permitted or required under applicable laws and regulations. All disclosing party’s Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing those of its officers, employees, contractors, attorneys or other representatives who (a) shall not be applicable to any information that is publicly available when provided by reasonably require such access in connection with the Disclosing Party or which thereafter becomes publicly available other than in contravention consummation of this the transactions contemplated under the Agreement or prosecuting or defending any confidentiality obligation known claim arising under or with respect to the Receiving PartyAgreement, (b) are made aware of the Confidential Information’s confidential nature and (c) are subject to confidentiality and non- use obligations at least as restrictive as those set forth herein. In addition, Reseller shall be permitted to provide access to Appgate’s Confidential Information to an End User to the extent necessary in connection with the resale, or attempted resale, of Products and/or Services to such End User, provided, that, such End User (a) is made aware of the Confidential Information’s confidential nature and (b) is subject to confidentiality and non- use obligations at least as restrictive as those set forth herein. Each receiving party agrees not prevent disclosure to use the disclosing party’s Confidential Information for any purpose other than in connection with the consummation of the transactions contemplated under the Agreement or use prosecuting or defending any claim arising under or with respect to the Agreement. Nothing in the Agreement shall be deemed or construed to grant to the receiving party a license to sell, develop, exploit or create derivatives of any the disclosing party’s Confidential Information. A receiving party may disclose the disclosing party’s Confidential Information to the extent necessary required to render do so by applicable law, provided, that, (i) to the services or perform extent legally permissible, the receiving party notifies the disclosing party prior to making any such disclosure so as to enable the disclosing party to seek such protection as may be available to preserve the confidentiality of such Confidential Information and (ii) the receiving party discloses only such information as its counsel advises is legally required to be disclosed. Notwithstanding the obligations in this Section 11, neither receiving party’s obligations under this Section 11 shall apply to information that (1) is at the time of disclosure by the disclosing party to the receiving party in the public domain or, at any time thereafter enters the public domain through no breach of this Section 11 by the receiving party, (2) is already known to the receiving party at the time of its disclosure by the disclosing party to the receiving party, (3) is independently developed by the receiving party without use of or reference to Confidential Information of the disclosing party, or (4) is received by the receiving party from a third party who is not known to the receiving party to be subject to any restriction on disclosure. Promptly following receipt of the disclosing party’s written request, the receiving party shall return to the disclosing party or destroy (at the receiving party’s option) all of the disclosing party’s Confidential Information. Notwithstanding the foregoing, the receiving party shall have no obligation to return or destroy any of the disclosing party’s Confidential Information retained in standard archival or computer back-up systems or pursuant to the receiving party’s normal document or email retention practices, provided, that, the receiving party’s obligations under this Section 11 with respect thereto shall survive for two (2) years following the date such Confidential Information is no longer retained pursuant to this sentence (but no less than two (2) years following expiration or termination of the Agreement). Each party’s obligations under this Section 11 shall survive for two (2) years following expiration or termination of the Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationsprovided, and (c) shall not prevent disclosures expressly permitted or required under applicable lawthat, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and any of the disclosing party’s Confidential Information constitutes a trade secret, the receiving party’s obligations under this Section 11 with respect thereto shall survive until such Confidential Information ceases to so constitute a trade secret (but no less than two (2) years following expiration or termination of the Agreement). Each receiving party acknowledges that a threatened or actual breach by it of this Section 11 may result in immediate, irreparable harm to the disclosing party for which monetary damages may not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so be adequate compensation and, consequently, that the Disclosing Party may disclosing party shall be entitled, in addition to all other remedies available to it at law or equity, to seek an appropriate protective order (without any requirement to post bond) injunctive or other appropriate remedy and/or waive equitable relief to prevent such threatened or actual breach. The receiving party will be responsible for any violation of the Receiving Party’s compliance with the provisions terms of this Agreement. If that protective order Section 11 committed by its officers, employees, contractors, attorneys or other remedy is not obtained by representatives. Reseller will also be responsible for any violation of the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions terms of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedSection 11 by an End User.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidentialThe Transaction Documents and their respective terms, provisions, supplements and amendments, and not disclose transactions and notices thereunder, are proprietary to any third party, any information the parties hereto and shall be held by each party (including as the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by in strict confidence and shall not be disclosed to any third party without the consent of the other party (as the “Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(sexcept for (i) (collectively, “Confidential Information”) except disclosure to the extent expressly permitted Manager or required under applicable laws and regulations. All Confidential Information its Affiliates or to the Receiving Party’s Affiliates, directors, attorneys, advisers, agents or accountants (the “Representatives”); provided that a Disclosing Party provides to a the Receiving Party shall not (A) inform each of its Representatives receiving any Transaction Documents of the confidential nature of the Transaction Documents, (B) direct its Representatives to treat the Transaction Documents confidentially, and (C) be used responsible for any improper use of the Transaction Documents by the Receiving Party for any purpose not permitted under this Agreement. The foregoing or its Representatives or (aii) shall not be applicable disclosure required by law, rule, regulation or order of a court or other regulatory body deemed necessary and/or advisable by such Person’s legal counsel or (iii) disclosure to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information hedge counterparty to the extent necessary to render obtain any Hedging Transaction hereunder or (iv) any disclosures or filing(s) required under federal securities laws and/or regulations promulgated thereunder or state securities laws; provided further that, in the services or perform the obligations case of disclosure by any party pursuant to this Agreementthe foregoing clauses (ii), provided that any disclosure to a third party is made subject to confidentiality obligations, (iii) and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Informationiv), the Receiving Party agrees to provide (shall, to the extent practicable and not prohibited under applicable permitted by law) , provide the Disclosing Party with prompt prior written notice of that request(s) so that to permit such other party to seek a protective order to take other appropriate action if permitted by law. Each party shall reasonably cooperate in the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable reasonable assurance that confidential treatment will be accorded the Transaction Documents. If, in the absence of a protective order, the Receiving Party or any of its Representatives is compelled as a matter of law to that portion disclose any such information, the Receiving Party may disclose to the party compelling disclosure only the part of the Confidential Information Transaction Documents as is required by law to be disclosed (in which case, prior to such disclosure, the Receiving Party shall advise and consult with the Disclosing Party and its counsel as to such disclosure and the nature and wording of such disclosure) and shall use commercially reasonable efforts to obtain confidential treatment therefor. Notwithstanding anything to the contrary contained herein, Buyer and any of its Representatives may disclose any such information, without notice to Seller, to any governmental agency, regulatory authority or self-regulatory authority (including, without limitation, bank and securities examiners) having or claiming to have authority to regulate or oversee any aspect of Buyer’s business or that of its Representatives in connection with the exercise of such authority or claimed authority. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Transaction Document, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal income tax treatment of the Transactions, any fact relevant to understanding the federal tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal income tax treatment; provided that the Receiving Party may not disclose the name of or identifying information with respect to the Disclosing Party or any pricing terms or other nonpublic business or financial information (including any sublimits and financial covenants) that is being furnished unrelated to the purported or disclosedclaimed federal income tax treatment of the Transactions and is not relevant to understanding the purported or claimed federal income tax treatment of the Transactions, without the prior written consent of the Disclosing Party. Buyer and Seller hereby agree that the obligations under this Section 27(a) shall not apply to disclosures of any information, documents or portions thereof that (i) were of public knowledge or literature generally available to the public at the time of such disclosure; (ii) have become part of the public domain by publication or otherwise, other than as a result of the failure of any Person required to keep such information confidential as provided in this Section 27(a) to do so; (iii) are disclosed with the prior written consent of the other party hereto; (iv) were already in the Receiving Party’s possession; (v) are obtained by the Receiving Party from a third party who, to the knowledge of the Receiving Party, is not prohibited from transmitting such information or documents to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party; or (vi) are independently developed by the Receiving Party.

Confidentiality. Each party to this Agreement hereto agrees that it shall treat as confidential, and not disclose to any third party, any confidential all information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (the “Disclosing Party”) to such party (the “Recipient”) or to which the Recipient obtains access and that is marked “Confidential” or that reasonably should be known relates to be confidentialthe Disclosing Party, including the investment activities information regarding its business, financial affairs, operations or otherwise, including without limitation, securities holdings and trading information of the Portfolio(s) a Portfolio or Fund (collectively, “Confidential Information”) except ). In maintaining the confidentiality of the Confidential Information of a Disclosing Party, each Recipient shall exercise the same degree of care that such person exercises with respect to its own Confidential Information of a similar nature, including the extent expressly permitted or required under applicable laws use of customary data protection procedures, and regulationsin no event less than a reasonable degree of care. All Confidential Information that of a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party Recipient solely for the purpose of rendering or receiving services pursuant to this Agreement and shall not be disclosed to any purpose not permitted party other than such Recipient’s (i) employees and contractors who have a need-to-know for purposes of performing such Recipient’s obligations under this Agreement, provided, that, such persons and entities are bound by confidentiality provisions at least as stringent as those contained herein, (ii) regulators or examiners, and (iii) auditors and legal counsel, to the extent required in connection with services provided by such parties to Recipient. The Recipient shall notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information of the Disclosing Party of which the Recipient becomes aware. The parties agree that disclosure of Confidential Information of a Disclosing Party may give rise to an irreparable injury to such Disclosing Party inadequately compensable in damages. Accordingly, the Disclosing Party may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies which may be available. The foregoing (a) obligations of confidentiality and non-disclosure shall not be applicable to any information that the Recipient demonstrates (i) is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.thereafter

Confidentiality. Each party to this Agreement agrees that it Party shall treat as confidential, confidential and shall not make available or disclose to any third party, any information or material of the other Party that is or has been (a) disclosed by such other Party under or in connection with this Agreement, whether orally, electronically, in writing or otherwise, including the Sub-Adviser’s investment advicecopies or (b) provided to it (“Receiving Party”) learned or acquired by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) Party in connection with this Agreement (collectively, “Confidential InformationMaterial”) except to any person, or make or permit any use of such Confidential Material without the prior written consent of the other Party. (The Party disclosing such information or materials, the “Disclosing Party”; the Party receiving such information or materials, the “Receiving Party”). Notwithstanding the foregoing, Confidential Material may be disclosed to personnel and third party contractors of the Receiving Party who need to know such information for purposes of performing the Receiving Party’s obligations under this Agreement and who are informed of their obligation to hold such information confidential to the same extent expressly permitted or required under as is applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a the Receiving Party and in respect of whose failure to comply with such obligation the Receiving Party will be responsible. The provisions of this Section 5.2 shall not be used apply to any Confidential Material which: (i) is or becomes commonly known within the public domain other than as a result of a disclosure by the Receiving Party for any purpose not permitted under in breach of this Agreement. The foregoing ; (aii) shall not be applicable is obtained from a third party who is lawfully authorized to disclose such information free from any obligation of confidentiality to the Disclosing Party; or (iii) is independently developed by the Receiving Party without use of or reference to any information that Confidential Material. Notwithstanding any other provision of this Agreement, if the Receiving Party or any of its Representatives is publicly available when provided by (A) compelled in any legal process or proceeding to disclose any Confidential Material of the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (bB) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted requested or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) any governmental entity to disclose any Confidential InformationMaterial, the Receiving Party agrees to provide (shall, to the extent practicable and not prohibited under applicable law) by law or rule, promptly notify the Disclosing Party with prompt notice in writing of that request(s) such request or requirement so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive in writing the Receiving Party’s compliance with the provisions of this AgreementSection 5.2. If that If, in the absence of a protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions receipt of this Agreementa waiver hereunder, the Receiving Party agrees is nonetheless compelled to furnish only that portion disclose Confidential Material of the Disclosing Party, the Receiving Party, after written notice to the Disclosing Party (to the extent not prohibited by law or rule), may disclose such Confidential Information which is legally Material only to the extent so required in the reasonable opinion of its counsel, and to by applicable law. Each Party shall exercise commercially reasonable efforts to obtain a protective order or other reliable assurance assurances that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or Material so disclosed.

Confidentiality. Each As used herein, “Disclosing Party” and “Recipient” refer respectively to the party which discloses information and the party to this Agreement agrees which information is disclosed in a given exchange. Either VUEWORKS or Customer may be deemed Disclosing Party or Recipient depending on the circumstances of a particular communication or transfer of information. Recipient will hold the Confidential Information of the Disclosing Party in confidence, using the same degree of care that it shall treat as confidentialuses to protect its own information of similar importance, and but will in any case use no less than a reasonable degree of care to protect Confidential Information. Recipient will not directly or indirectly disclose Confidential Information or any part thereof to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“without Disclosing Party”) ’s advance express written authorization to do so. Recipient may disclose Confidential Information only to its employees or agents in the normal course of its business and only on a need-to-know basis; provided; each such employee must either have agreed in writing to comply with confidentiality obligations no less restrictive than those set forth herein or must be bound by a recognized professional ethical duty of confidentiality that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings would prohibit disclosure of the Portfolio(s) (collectively, “such Confidential Information”) except to . Notwithstanding the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that forgoing, a Disclosing Party provides to a Receiving Party shall party will not be used by prohibited from disclosing the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under by applicable law, rule statute, rule, regulation, or regulation subject to compliance with the followingregulatory or administrative body. If a Receiving Party becomes legally compelled disclosure is required by law, statute, rule, regulation, or regulatory or administrative body (by interrogatories, requests for information including any subpoena or documents, subpoenas, civil investigative demands, applicable regulations or other similar processes) to disclose any Confidential Informationform of process), the Receiving Party agrees party to provide which the request for disclosure is made shall (to the extent practicable and not prohibited under applicable permissible by law) provide the Disclosing Party other party with prior prompt written notice of that request(s) so that thereof and, if practicable under the Disclosing Party may circumstances, allow the other party to seek an appropriate protective a restraining order or other appropriate remedy and/or waive the Receiving Party’s compliance relief. The party required to make such disclosure will cooperate with the provisions efforts of this Agreementthe other party in obtaining such relief. If that protective order or other remedy is such relief cannot obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreementbe obtained, the Receiving Party agrees party required to furnish only that portion of disclose the Confidential Information which is legally required in shall cooperate with the reasonable opinion of its counsel, and to exercise commercially reasonable other party’s efforts to obtain a protective order or other reliable assurance reasonable assurances that confidential treatment will be accorded to the information so disclosed. Each party acknowledges that portion the other party will suffer irreparable injury as a result of the any misuse, disclosure or duplication of its Confidential Information which is being furnished by the other party in violation of this clause. Accordingly, the injured party shall be entitled in such event to seek injunctive relief, without proving actual damage or disclosedposting a bond or other security, in addition to any other applicable remedies, including the recovery of damages. Such party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining such relief. The non-breaching party may immediately terminate this Agreement upon notice to the other party for any breach of that party’s obligation set forth in this Section.

Confidentiality. Each party Party hereby agrees to this Agreement agrees that it shall treat as confidential, keep and to cause such Party’s Representatives to keep all Confidential Information confidential and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All use such Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted except exercising its rights, or fulfilling its obligations, under this Agreement, or as may be authorized in writing by the disclosing Party. The foregoing confidentiality obligation set forth in this Section 5.4 shall not apply to (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement(i) that becomes, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice through no violation of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order Section 5.4 by the applicable Party or other remedy such Party’s Representatives, part of the public domain or publically available by publication or otherwise, (ii) which is not obtained by the date applicable Party or such Party’s Representatives from a source that is not known to it to be prohibited from disclosing such Confidential Information to such Party or such Party’s Representatives, by any legal, fiduciary or contractual obligation of confidentiality to another Party, as evidenced by the Receiving Party must comply with the requestreceiving Party’s written records, or if (iii) which is developed independently by the Disclosing applicable Party waives compliance with or such Party’s Representatives without use of the provisions Confidential Information or violation of such Party’s and its Representatives’ obligations under this Section 5.4, in each case, as evidenced by the receiving Party’s written records, or (b) disclosures of Confidential Information (i) in the course of any trial or other legal proceeding involving the applicable Party or such Party’s Representatives (including any such trial or legal proceeding relating to, or arising out of, this Agreement), or (ii) as required by any applicable securities Law or other Law (including any subpoena, interrogatory, or other similar requirement for such information to be disclosed or the request or requirement of any regulatory, governmental or self-regulatory authority with jurisdiction over the receiving Party or its Representatives) or the rules of any applicable national stock exchange. In any such circumstance outlined in clause (b) above, the Receiving disclosing Party agrees to furnish shall as promptly as practicable give the other Parties written notice of such required disclosure and thereafter disclose only that portion of the Confidential Information which as such disclosing Party is legally advised by legal counsel that it is reasonably required in the reasonable opinion of to disclose and shall exercise its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will shall be accorded to that portion such Confidential Information. The confidentiality restrictions on each Party set forth in this Section 5.4 shall terminate upon the first anniversary of the earlier of (a) Closing Date and (b) the Termination Date. Each Party, on behalf of itself and its applicable Representatives, acknowledges the competitive and confidential nature of the Confidential Information which and that irreparable damage may result to the other Party if any Confidential Information is being furnished disclosed to any Third Party, except as herein permitted or disclosed.under the Confidentiality Agreement and except to (A) its lenders, auditors or tax advisors and (B) Representatives who reasonably need to know such information to assist the receiving Party in exercising its rights, or fulfilling its obligations, under this Agreement, provided that each Party shall be responsible for any of its lenders’, auditors’, tax advisors’ or Representatives’ breaches of this Section 5.4, as if such Representatives were a signatory to this Agreement for the purposes of this Section 5.4. It is

Confidentiality. Each party shall not use any Confidential Information of the disclosing party for any purposes or activities other than in support of such party’s obligations established in this Agreement. Except as otherwise specifically permitted herein or pursuant to this Agreement agrees that it written permission of the disclosing party, neither party shall treat as confidential, and not disclose or facilitate disclosure of Confidential Information of the disclosing party to any third party, any information except that the receiving party may disclose such Confidential Information to (including i) those of its Affiliates and their respective employees, consultants, and other agents who need to know such Confidential Information for carrying out the Sub-Adviser’s investment adviceactivities contemplated by this Agreement and/or (ii) provided third party suppliers or vendors for the purpose of obtaining price quotations; provided, however, that in either case, the recipient has agreed in writing to it (“Receiving Party”) by confidentiality terms that are no less restrictive than the other requirements of this Section. Notwithstanding the foregoing, the receiving party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings may disclose Confidential Information of the Portfolio(s) (collectivelydisclosing party pursuant to a required court order, “Confidential Information”) except subpoena or other governmentally-required process; however, in such circumstance, the receiving party shall, to the extent expressly permitted or required under applicable laws reasonably feasible and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing permissible: (a) shall not be applicable to any information that is publicly available when provided by give the Disclosing Party disclosing party prompt notice of the receiving party’s receipt or which thereafter becomes publicly available other than in contravention knowledge of this Agreement or any confidentiality obligation known to the Receiving Party, such required disclosure; and (b) shall not prevent disclosure provide the disclosing party a reasonable opportunity to oppose such process or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded at the disclosing party’s expense. Subject to that portion each party’s right to maintain copies of Confidential Information in accordance with such party’s reasonable record-keeping requirements, Confidential Information of the disclosing party in the custody or control of the receiving party shall be promptly returned or destroyed upon the earlier of (i) the disclosing party’s written request, or (ii) termination of this Agreement. Confidential Information which is being furnished or discloseddisclosed pursuant to this Agreement shall be maintained confidential for a period of three (3) years after the disclosure thereof. The existence and terms of this Agreement are Confidential Information of Flextronics.

Confidentiality. Each party shall hold, and shall cause its respective Affiliates and representatives to hold, all Confidential Information made available to it in connection with the Merger in strict confidence, shall not use such information except for the sole purpose of evaluating the Merger and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Merger (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and directed by such party in writing to treat such information confidentially). If this Agreement agrees that it is terminated pursuant to the provisions of Article VIII, each party shall treat as confidential, and not disclose immediately return to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known all such information, all copies thereof and all information prepared by the receiving party based upon the same. The above limitations on use, dissemination and disclosure shall not apply to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used (i) is learned by the Receiving Party for any purpose not permitted under this Agreement. The foregoing disclosing party from a third party entitled to disclose it; (aii) shall not be applicable to any information that is becomes known publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement through the disclosing party or any confidentiality obligation known to third party who received the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to same from the extent necessary to render the services or perform the obligations pursuant to this Agreementdisclosing party, provided that any disclosure to a third the disclosing party is made had no knowledge that the disclosing party was subject to confidentiality obligations, and an obligation of confidentiality; (ciii) shall not prevent disclosures expressly permitted is required by law or required under applicable law, rule court order to be disclosed by the parties; or regulation subject to compliance (iv) is disclosed with the followingexpress prior written consent thereto of the other party. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) The parties shall undertake all necessary steps to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so ensure that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance secrecy and confidentiality of such information will be maintained in accordance with the provisions of this Agreementsubsection (a). If that protective Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or other remedy subpoena to disclose information which is not obtained otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (iii) provide only that amount of information as the disclosing party is advised by the date that the Receiving Party must its counsel is necessary to strictly comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective such court order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedsubpoena.

Confidentiality. Each party to this Agreement agrees that it shall treat (i) The Seller and the Buyer (each, as confidentialapplicable, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that the Receiving Party and its Affiliates shall not (unless legally compelled to do so or as necessary in connection with any filing or disclosure obligations, including, without limitation, financial reporting, securities law disclosure, preparation of Tax Returns or in prosecuting or defending any action or proceeding, before any Governmental Entity) disclose, give, sell, use or otherwise divulge any Confidential Information (as defined below) of the other party Party (the “Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidentialany other Person, including the investment activities or holdings other than to those representatives of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreementwho are participating in effecting the transactions contemplated hereby or who otherwise need to know such Confidential Information, or permit their respective managers, members, stockholders, employees, officers, directors or advisors to do the same. The foregoing (a) shall not be applicable to any information that is publicly available when provided by If the Disclosing Receiving Party or which thereafter becomes publicly available other than in contravention of this Agreement its Affiliates, or any confidentiality obligation known to the Receiving Partyof their respective managers, (b) shall not prevent disclosure members, stockholders, employees, officers, directors or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreementadvisors, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes become legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to shall provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt written notice of that request(s) such requirement so that the Disclosing Party may seek an appropriate a protective order or other appropriate remedy and/or or waive the Receiving Party’s compliance with this §5(f). In the provisions of this Agreement. If event that such protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requestobtained, or if the Disclosing Party waives compliance with the provisions of this Agreement§5(f), the Receiving Party agrees to or its Affiliates, as applicable, shall furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, to be provided and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance assurances that appropriate confidential treatment will be accorded Confidential Information. The confidentiality and restrictive use obligations under this §5(f) shall not apply to that portion of the Confidential Information information which is being furnished independently developed by the Receiving Party or disclosedits Affiliates without the use or benefit of any information that would otherwise be Confidential Information, or to any information that, at the time of disclosure, is or subsequently becomes available publicly; provided, however, that such information was not disclosed in breach of this Agreement by the Receiving Party, the Receiving Party’s Affiliates or their respective managers, members, stockholders, employees, officers, directors or advisors.

Confidentiality. Each party to Party agrees that the terms of this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any all information (including the Sub-Adviser’s investment advice) provided furnished to it (“Receiving Party”) by the other party Party which is marked or reasonably identified or identifiable as confidential or proprietary , including pricing, maps, network routes, financial terms, design information, methodologies, specifications, locations or other information to which it has access under this Agreement, are deemed the confidential and proprietary information or trade secrets (“collectively referred to as "Proprietary Information") of the Disclosing Party and will remain the sole and exclusive property of the Disclosing Party (the Party furnishing the Proprietary Information referred to as the "Disclosing Party”) that is marked “Confidential” or that reasonably should be known " and the other Party referred to be confidential, including as the investment activities or holdings "Receiving Party"). The Receiving Party will treat the Proprietary Information of the Portfolio(s) (collectivelyDisclosing Party and the contents of this Agreement in a confidential manner and, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by necessary in connection with the Receiving Party for any purpose not permitted performance of its obligations under this Agreement, neither Party may directly or indirectly disclose the same to anyone other than its employees, agents, consultants, potential acquirers or investors, lenders, attorneys or other advisors on a need to know basis and who agree to be bound by the terms of this Section 8, without the written consent of the Disclosing Party. The foregoing (a) shall Receiving Party will use Proprietary Information only as needed for the purposes of this Agreement. Information will not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter deemed Proprietary Information if it (i) becomes publicly available other than in contravention through the actions of this Agreement the Receiving Party; (ii) was previously known to or is independently developed by the Receiving Party free of any confidentiality obligation known to keep it confidential; or (iii) becomes available to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to Party without restriction from a third party whose disclosure does not violate any confidentiality obligation. Ifthe Receiving Party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted required by a governmental or required under applicable judicial law, rule order, rule, regulation or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) permit to disclose any Confidential Proprietary Information, the Receiving Party agrees it must give prompt written notice to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party of the requirements of such disclosure and cooperate fully with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counselminimize such disclosure, and to exercise commercially reasonable efforts to obtain disclosure after such notice shall not be a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedbreach hereof.

Confidentiality. Each party The Evaluation Materials furnished to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Accepting Party provides to a Receiving Party shall will not be used by the Receiving Accepting Party for any purpose other than to evaluate a possible purchase of the Property by you as a principal exclusively your own account and not permitted under as broker, finder, or similar agent. Any information with respect to the Property (collectively the “Evaluation Materials”) furnished to Accepting Party by Owner, Owner’s Representative and/or Listing Broker and/or any of their respective consultants, agents or employees (collectively the “Selling Parties”) will be used solely for the purpose of evaluating the Proposed Transaction by Accepting Party, and will not be used or duplicated for any other purpose. Accepting Party shall keep all Evaluation Materials strictly confidential; provided, however, that such Evaluation Materials may be delivered to such persons or entities who, because of their involvement with the Proposed Transaction, need to know such information for the purpose of giving advice with respect to, or assistance in consummating, the Proposed Transaction (all of whom are collectively referred to as “Related Parties”); provided, however, that any such Related Parties shall be informed by the Accepting Party of the confidential nature of such information and shall be directed by Accepting Party (and Accepting Party shall cause such Related Parties) to keep all such information in the strictest confidence and to use such information only in connection with the Proposed Transaction and in accordance with the terms of this Agreement. The foregoing Notwithstanding anything to the contrary set forth in this Agreement, the term “Evaluation Materials” does not include information which (a) shall not be applicable is or becomes available to any information that is publicly available when provided the public generally (other than as a result of a disclosure by the Disclosing Accepting Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving PartyRelated Parties), (b) shall not prevent disclosure or use of any Confidential Information becomes available to the extent necessary to render the services or perform the obligations pursuant to this AgreementAccepting Party on a non‐ confidential basis from a source other than Listing Broker, provided that such source does not impose any disclosure to a third party is made subject to confidentiality obligationsobligation of confidence on Accepting Party, and (c) shall not prevent disclosures expressly permitted is independently developed by Accepting Party without reference to the Evaluation Materials, or (d) is information which is required under applicable to be disclosed by Accepting Party pursuant law, rule statute or regulation subject to compliance with the followinggovernment regulation. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Accepting Party agrees to provide (that it will not use the Evaluation Materials for the purpose of competing with, interfering, or usurping the efforts of Listing Broker with respect to the extent practicable and not prohibited under applicable law) marketing of the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requestProperty, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order for personal or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedcorporate gain.

Confidentiality. Each Except as hereinafter permitted, Seller and Purchaser each expressly acknowledge and agree that prior to Closing, the transactions contemplated by this Agreement and the terms, conditions, and negotiations concerning the same will be held in the strictest confidence by each of them and will not be disclosed by either of them except to their respective legal counsel, accountants, consultants, officers, partners, directors, SHAREHOLDERS, brokers, lenders, consultants and other Licensee Parties, and except and only to the extent that such disclosure may be necessary for their respective performances hereunder. Except as expressly provided in this Agreement, Purchaser further acknowledges and agrees that, unless and until the Closing occurs, all information obtained by Purchaser in connection with the Property will not be disclosed by Purchaser to any third persons without the prior written consent of Seller. Nothing contained in this Article XII will preclude or limit either party to this Agreement agrees that it shall treat as confidential, and not disclose from issuing a press release or making other public disclosures with respect to any third information otherwise deemed confidential under this Article XII (a) in response to lawful process or subpoena or other valid or enforceable order of a court of competent jurisdiction or (b) required by law or (c) required by rule or regulation of the Securities and Exchange Commission or the New York Stock Exchange, including without limitation in any filings required by a governmental authority, or (d) after Closing, provided that neither party shall issue a press release pertaining to the Closing without the prior written consent of the other party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party which consent shall not be used by unreasonably withheld, conditioned or delayed. Seller and Purchaser hereby agree, however, that the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by press release of either party issued in connection with the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known Closing may contain a reference to the Receiving Party, (b) shall not prevent Purchase Price. In determining whether a disclosure contemplated in the preceding sentence is required by law or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, by rule or regulation subject to compliance with of the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information Securities and Exchange Commission or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Informationthe New York Stock Exchange, the Receiving Party agrees disclosing party is entitled to provide (to rely upon the extent practicable written advice of counsel. Nothing in this Article XII will negate, supersede or otherwise affect the obligations of the parties under the Confidentiality Agreement, and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Article XII will survive the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement agrees The Parties acknowledge that it shall treat as confidentialin connection with the provision and receipt of the Contract Manufacturing Services, and not disclose to either Party or any third partyof its Affiliates or its or their respective Representatives (such Party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by may obtain access to Confidential Information of the other party Party or any of its Affiliates or its or their respective Representatives (such Party, the “Disclosing Party”) that is marked “Confidential” or that reasonably should be known ). Subject to be confidential, including the investment activities or holdings Section 7.2 of the Portfolio(s) (collectively, “Confidential Information”) except Separation Agreement solely with respect to the extent expressly permitted or required under applicable laws and regulations. All SpinCo Confidential Information that a Disclosing Party provides to a and Company Confidential Information (as each is defined in the Separation Agreement), in each case, known by either (x) the SpinCo Group or Parent or (y) the Company Group, in each case, as of the Distribution Time, the Receiving Party shall not be used by refrain from (a) using any Confidential Information of the Disclosing Party except for the purpose of providing or directly supporting the provision of Contract Manufacturing Activities and (b) disclosing any Confidential Information of the Disclosing Party to any Person, except to such Receiving Party’s Affiliates and its and their respective Representatives and independent contractors as is reasonably required in connection with the exercise of each Party’s rights and obligations under this Agreement (and only if such Persons are subject to use and disclosure restrictions consistent with those set forth herein). In the event that the Receiving Party for is required by any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) Law to disclose any such Confidential Information, the Receiving Party agrees to provide shall (x) to the extent practicable and not prohibited under permissible by such applicable law) Law, provide the Disclosing Party with prompt and, if practicable, advance, written notice of such requirement, (y) disclose only that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date information that the Receiving Party must comply determines (with the request, or if the Disclosing Party waives compliance with the provisions advice of this Agreement, the Receiving Party agrees counsel) is required by such applicable Law to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, be disclosed and to exercise (z) use commercially reasonable efforts to preserve the confidentiality of such Confidential Information, including by, at the Disclosing Party’s request, reasonably cooperating with the Disclosing Party to obtain a an appropriate protective order or other reliable assurance that confidential treatment will shall be accorded such Confidential Information (at the Disclosing Party’s sole cost and expense). With respect to that portion Representatives of Customer or any of its Affiliates that, prior to the Closing, were Representatives of the Supplier or any of its Affiliates, nothing in this Section 8.18 shall vitiate such Representative’s confidentiality obligations owed to the Supplier or any of its Affiliates (or, if applicable Customer and its Affiliates) as a consequence of such Representative’s former relationship with the Supplier or any of its Affiliates arty”) may obtain access to Confidential Information which of the other Party or any of its Affiliates or its or their respective Representatives (such Party, the “Disclosing Party”). Subject to Section 7.2 of the Separation Agreement solely with respect to SpinCo Confidential Information and Company Confidential Information (as each is being furnished defined in the Separation Agreement), in each case, known by either (x) the SpinCo Group or disclosedParent or (y) the Company Group, in each case, as of the Distribution Time, the Receiving Party shall refrain from (a) using any Confidential Information of the Disclosing Party except for the purpose of providing or directly supporting the provision of Contract Manufacturing Activities and (b) disclosing any Confidential Information of the Disclosing Party to any Person, except to such Receiving Party’s Affiliates and its and their respective Representatives and independent contractors as is reasonably required in connection with the exercise of each Party’s rights and obligations under this Agreement (and only if such Persons are subject to use and disclosure restrictions consistent with those set forth herein). In the event that the Receiving Party is required by any applicable Law to disclose any such Confidential Information, the Receiving Party shall (x) to the extent permissible by such applicable Law, provide the Disclosing Party with prompt and, if practicable, advance, written notice of such requirement, (y) disclose only that information that the Receiving Party determines (with the advice of counsel) is required by such applicable Law to be disclosed and (z) use commercially reasonable efforts to preserve the confidentiality of such Confidential Information, including by, at the Disclosing Party’s request, reasonably cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment shall be accorded such Confidential Information (at the Disclosing Party’s sole cost and expense). With respect to Representatives of Customer or any of its Affiliates that, prior to the Closing, were Representatives of the Supplier or any of its Affiliates, nothing in this Section 8.18 shall vitiate such Representative’s confidentiality obligations owed to the Supplier or any of its Affiliates (or, if applicable Customer and its Affiliates) as a consequence of such Representative’s former relationship with the Supplier or any of its Affiliates.

Confidentiality. Each party to Neither Party shall disclose, directly or indirectly, without the prior written consent of the other Party the terms of this Agreement agrees that it shall treat as confidentialto a third party (other than Affiliates, employees, lenders, royalty owners, co-working interest owners, counsel, accountants, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings agents of the Portfolio(sParty, or a prospective or permitted assignee under Article 9 or prospective or actual purchaser of an interest in any Xxxxxxx Gathering System or in any of the Xxxxxxx Dedicated Properties, provided such Persons shall have agreed to keep such terms confidential), except (i) to comply with any Applicable Law or exchange rule, (collectively, “Confidential Information”ii) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by necessary for the Receiving Party for any purpose not permitted under enforcement of this Agreement. The foregoing , or (aiii) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render comply with a regulatory agency’s reporting requirements. Each Party shall notify the services other Party of any proceeding of which it is aware which may result in disclosure of the terms of this Agreement (other than as permitted hereunder) and use reasonable efforts to prevent or perform limit the obligations pursuant disclosure. The existence of this Agreement is not subject to this confidentiality obligation. The entry into, or filing of a memorandum in the applicable public records with respect to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationsSeparate GGA, and (c) a Dedicated Properties Owner Acknowledgment Agreement, or a Gathering System Owner Acknowledgment Agreement shall not prevent disclosures expressly permitted constitute a breach of this Section 12.11. The Parties shall be entitled to all remedies available at law or required under applicable lawin equity to enforce, rule or regulation subject to compliance seek relief in connection with this confidentiality obligation. The terms of this Agreement shall be kept confidential by the following. If a Receiving Party becomes legally compelled (by interrogatories, requests Parties for information one Year from the expiration or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions termination of this Agreement. If that protective order disclosure is required by a Governmental Authority or Applicable Law, the Party subject to such requirement may disclose the material terms of this Agreement to the extent so required, but shall promptly notify the other remedy is not obtained by the date that the Receiving Party must comply Party, prior to disclosure, and shall cooperate (consistent with the request, or if the Disclosing Party waives compliance disclosing Party’s legal obligations) with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable other Party’s efforts to obtain a protective order orders or other reliable assurance that confidential treatment will be accorded similar restraints with respect to that portion such disclosure at the expense of the Confidential Information which is being furnished or disclosedother Party.

Confidentiality. Each party to this Agreement Xxxxxx agrees that it information concerning Xxxxxx’s business (including that of all corporate affiliates) is “Confidential Information” and proprietary and shall treat be maintained in confidence and not disclosed, used, duplicated, published, disseminated or otherwise made available except as confidentialdescribed in this section. Confidential Information may include, without limitation, pricing sheets, lists of, or other information relating to and identified with customers, former or prospective customers or applicants, trade secrets, confidential and proprietary methods, techniques, processes, applications approaches, and other information of Lender in various forms, which information is used or is useful in the conduct of Xxxxxx’s business including Lender’s origination, purchase, and sale of mortgage products and the subject matter of this Agreement. Broker may use Confidential Information of Lender only in connection with performance under this Agreement. Except as described in this Agreement, the parties shall not copy Confidential Information or disclose Confidential Information to any third partypersons who do not need Confidential Information in order to perform under this Agreement. Broker shall maintain an appropriate information security program to prevent the unauthorized disclosure, any misuse, alteration or destruction of Confidential Information. Confidential Information shall be returned to Lender upon termination of this Agreement. Confidential Information does not include information (including that is generally known or available to the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) public or that is not treated as confidential by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known claiming such information to be confidential, including the investment activities or holdings of the Portfolio(s) (collectivelyprovided, “Confidential Information”) except however, that this exception shall not apply to any publicly available information to the extent expressly permitted that the disclosure or required sharing of the information by one or both parties is subject to any limitation, restriction, consent, or notification requirement under any applicable laws and regulationsfederal or state information privacy law or regulation then in effect. All In the event it is necessary for Broker to disclose Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party in order to perform Xxxxxx’s duties hereunder and Xxxxxx has provided Broker with written authorization to do so, Broker shall disclose only such Confidential Information as is made subject necessary for such third party to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject perform its obligations to compliance with the followingBroker. If requested by Xxxxxx, any employee, representative, agent or subcontractor of Broker shall enter into a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) nondisclosure agreement with Lender to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of protect the Confidential Information which is legally required of Lender. A breach of Xxxxxx’s confidentiality obligations may cause Lender to suffer irreparable harm in an amount not easily ascertained. The parties agree that such breach, whether threatened or actual, will give the reasonable opinion Lender the right to obtain equitable relief (i.e., obtain an injunction to restrain such disclosure or use without the requirement of its counselposting a bond), and to exercise commercially reasonable efforts to obtain a protective order pursue all other remedies Lender may have at law or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedin equity.

Confidentiality. JetBlue and LiveTV acknowledge and agree that the information each has provided or shall provide in connection with the negotiation of and performance of this Agreement has been provided in confidence, and shall remain confidential and proprietary to the party supplying such information (the "Confidential Information"). Each party to this Agreement agrees that it shall treat as confidential, they have not and will not disclose reveal the same to any third party, party or use the same for any information purpose other than performing its obligations hereunder or as otherwise permitted hereunder except: (including i) if the Sub-Adviser’s investment adviceConfidential Information is in the public domain at the time of disclosure; (ii) provided to it (“Receiving Party”) by at the written direction of the other party party; (“Disclosing Party”iii) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All the Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used has been acquired by the Receiving Party for any purpose disclosing party prior to the time of disclosure by means not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention violation of this Agreement or any confidentiality obligation law which was known to the Receiving Partydisclosing party or which the disclosing party should have known with reasonable care, (biv) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render comply with the services law or perform valid order of a court of competent jurisdiction, in which event the obligations pursuant disclosing party shall, if permitted by law, so notify the other party as promptly as practicable and shall, upon request of the non-disclosing party at the expense of the non-disclosing party, obtain a protective order with respect to this Agreementsuch Confidential Information; and (v) as part of its normal reporting or review procedure to its parent company, its auditors and its attorneys, provided that any disclosure such parent company, auditors and attorneys agree to a third party is made subject to confidentiality obligations, be bound by the provisions of this Article 14. The parties expressly acknowledge and (c) agree that the LiveTV Technical Specification shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any constitute Confidential Information, is the Receiving Party sole property of LiveTV regardless of the manner in which such Technical Standards are developed. No Confidential Information of this type or any other shall be shared by JetBlue with any subcontractor or other component manufacturer or provider or other party, unless and until such party agrees to provide (be bound by the provisions of this Article 14 and LiveTV expressly approves the disclosure of such relevant Confidential Information to such party. JetBlue shall remain responsible and liable for the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance by any such party with the provisions of this AgreementArticle 14. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requestAgreement between JetBlue and LiveTV 37 December 17, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.2001

Confidentiality. Each In addition to other provisions of this Agreement related to confidentiality obligations of the parties, each party shall treat all non-public information about another party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any proprietary information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the of such other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except ). Such Confidential Information includes but is not limited to information about business operations, non-public Fund portfolio holdings, business and financial information, methods, plans, techniques, processes, documents and trade secrets of a party. Each party shall use Confidential Information only in furtherance of the purposes of this Agreement, limit access to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information within its organization to those employees who reasonably require access to such Confidential Information and shall not disclose such Confidential Information to any third parties except in connection with the obligations set forth in Section 2(e) hereof or as otherwise expressly provided for in this Agreement, and otherwise maintain policies and procedures reasonably designed to prevent disclosure of the Confidential Information. The Investment Adviser and the Trust agree that a Disclosing Party provides to a Receiving Party shall the Subadviser’s Confidential Information may not be used as the basis to trade in any of the mutual funds managed by the Receiving Party for Subadviser and/or its affiliates, nor to purchase or sell shares of any purpose not permitted under this Agreementsecurity contained in the Confidential Information, unless such Confidential Information has been made publicly available. The foregoing parties acknowledge that “anonymous” data (not attributable to the Trust), when combined with other clients’ data, is not Confidential Information. To the extent a party discloses Confidential Information to a third party, as permitted herein, such disclosing party (a) shall not be applicable ensure that, prior to any information that such disclosure, the recipient third party is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than subject to commercially reasonable confidentiality obligations in contravention of this Agreement or any confidentiality obligation known writing with respect to the Receiving Party, disclosed Confidential Information and (b) shall not prevent be deemed in breach of this section 20 for any unauthorized disclosure or use of any Confidential Information by such recipient third party. Confidential Information shall not include anything that (i) is or lawfully becomes in the public domain, other than as a result of a breach of an obligation hereunder, (ii) is furnished to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to applicable party by a third party having a lawful right to do so, (iii) was known to the applicable party at the time of the disclosure or (iv) is made subject authorized in writing by the party whose Confidential Information is to confidentiality obligationsbe disclosed. Further, and (c) shall not prevent disclosures expressly the parties are authorized to disclose Confidential Information if required by law or regulatory authorities having jurisdiction. The disclosing party shall, if permitted or required under by applicable law, rule or regulation subject to compliance with notify the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice other party of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedsuch disclosure as soon as reasonably practicable.

Confidentiality. Each From time to time during the Term, either party may disclose or make available to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) . The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the extent expressly permitted or required under applicable laws receiving party’s Affiliates and regulations. All it and their employees, contractors and service providers who have a need for such Confidential Information that a Disclosing Party provides for the receiving party to a Receiving Party shall not be used exercise its rights or perform its obligations hereunder and such individuals and entities are bound by the Receiving Party for any purpose not permitted confidentiality obligations at least as restrictive as those under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by Notwithstanding the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Partyforegoing, (b) shall not prevent disclosure or use of any each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to render comply with applicable law, provided that the services or perform party making the obligations disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, provided that any disclosure including to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted make required court filings. On the expiration or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees receiving party shall promptly return to furnish only that portion the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information which is legally required in the reasonable opinion has been destroyed. Each party’s obligations of its counsel, and non-disclosure with regard to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information which that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law; and provided further, with respect to any Confidential Information that is being furnished Personal Data, such obligations of non-disclosure will survive the termination or disclosedexpiration of this Agreement as long as required under applicable law and, if applicable, in accordance with the BAA.