Common use of Confidentiality Clause in Contracts

Confidentiality. (a) During the term of this Agreement and thereafter, the parties hereto shall, and shall instruct 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. (a) During For the term purposes of this clause 7: the “Disclosing Party” is the party which discloses Confidential Information to, or in respect of which Confidential Information comes to the knowledge of, the other party; and the “Receiving Party” is the party which receives Confidential Information relating to the other party. The Receiving Party shall take all necessary precautions to ensure that all Confidential Information it receives under or in connection with this Agreement: is given only to such of its staff and professional advisors or associates engaged to advise it in connection with this Agreement as is strictly necessary for the performance of this Agreement and thereafter, only to the parties hereto shall, extent necessary for the performance of this Agreement; and shall instruct their respective Representatives to, maintain in confidence is treated as confidential and not disclose disclosed (without the other party’s financial, technical, sales, marketing, development, personnel, and other information, records, prior written consent of the Disclosing Party) or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications used by the Receiving Party or any other proprietary member of its staff or confidential information, however recorded its professional advisors or preserved, whether written or oral (any such information, “Confidential Information”). Each party hereto shall use the same degree of care, but no less associates otherwise 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”)Agreement. Any Receiving Party may disclose such The provisions of clause 7.2 shall not apply to any Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions which: is or becomes public knowledge (otherwise than by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01clause 7); (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party Party, without restriction as to its disclosure, before receiving it from the Disclosing Party; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is independently developed without access to the Confidential Information; or must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Receiving Party. In the event that the Client fails to comply with this clause 7, the British Council reserves the right to terminate this Agreement by notice in writing with immediate effect. The provisions under this clause 7 are without prejudice to the application of the Official Secrets ▇▇▇ ▇▇▇▇ to 1989 to any Confidential Information. The Client acknowledges that the British Council is subject to the Information Disclosure Requirements and shall assist and co-operate with the British Council to enable the British Council to comply with those requirements. Where the British Council receives a Request for Information in relation to disclosure before information that the date Client or any of receipt from its sub-contractors is holding on behalf of the Disclosing Party British Council and which the British Council does not hold itself, the British Council shall, as soon as reasonably practicable after receipt, forward the Request for Information to the Client and the Client shall: provide the British Council with a copy of all such information in the form that the British Council requires as soon as practicable and in any event within 10 calendar days (or (ivsuch other period as the British Council acting reasonably may specify) was developed of the British Council’s request; and provide all necessary assistance as reasonably requested by the British Council to enable the British Council to respond to the Request for Information within the time for compliance set out in section 10 of the FOIA or regulation 5 of the Environmental Information Regulations, as applicable. The Client acknowledges that any lists or schedules provided by it independently outlining Confidential Information are of indicative value only and that the British Council may nevertheless be obliged to disclose the Client’s Confidential Information in accordance with the Information Disclosure Requirements: in certain circumstances without consulting the Client; or following consultation with the Client and having taken its views into account, provided always that where clause 7.8.1 above applies, the British Council shall, in accordance with the recommendations of the Code, take reasonable steps to draw this to the attention of the Client after any reliance on such disclosure. The provisions of this clause 7 shall survive the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any ServiceAgreement, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writinghowever arising.

Confidentiality. (a) During Each party may be given access to Confidential Information from the term other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not include information that: i) is or becomes publicly known other than through any act or omission of this Agreement and thereafterthe receiving party; or ii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or iii) was in the other party's lawful possession before the disclosure; or iv) is independently developed by the receiving party, which independent development can be shown by written evidence; or v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. b) Subject to clause 5(d), each party shall hold the parties hereto shall, and shall instruct their respective Representatives to, maintain other's Confidential Information in strict confidence and not disclose the other party’s financial, technical, sales, marketing, development, personnel, and other information, records, other's Confidential Information 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 other's Confidential Information for any purpose other than to discharge it obligations or enforce its rights under this Agreement. c) Adatis and Customer may disclose such 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives employees, officers, representatives, advisers, insurers, agents or subcontractors who have a need to know such information for the Permitted Purpose purposes of carrying out obligations under this Agreement provided that Adatis and who have been advised the Customer shall ensure that its employees, officers, representatives, advisers, insurers, agents or subcontractors to whom it discloses such information comply with this clause 5. d) Each party shall take reasonable commercial steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, Agreement. e) The Customer represents that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required all information disclosed or to be disclosed by a Governmental Order, to Adatis is or will be true and accurate in which case the Receiving Party all material respects and not misleading in any material respect. The Customer shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel notify Adatis in writing that it forthwith upon becoming aware of the same, any matter, fact or circumstances which is legally bound to disclose under such Governmental Orderinconsistent in any material respect with any of the information untrue, inaccurate or misleading in any material respect. (bf) Notwithstanding the foregoing, “Confidential Information” shall not include any information Each party acknowledges that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in a breach of this Section 4.01; (ii) was rightfully received from a third clause 5 may cause irreparable harm and injury to the other party, and, accordingly, the injured party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation shall be entitled to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by rights and remedies it independently without any reliance on the Confidential Informationmay have at law. (cg) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect These obligations apply to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such , for a period of five years after a party receives the Confidential Information or until it is destroyed, an authorized officer of deleted by the Receiving Party shall certify to such destruction in writingreceiving party.

Confidentiality. (a) During the term of this Agreement and thereafter, the parties hereto shall, and shall instruct their respective Representatives to, maintain in confidence and 11.1 THOM▇▇ ▇▇▇ll not disclose the COUL▇▇▇ ▇▇▇fidential Information to any person other party’s financial, technical, sales, marketing, development, personnel, and other information, records, than its employees 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 employees 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 other agreement between the parties, any party receiving any Confidential Information affiliated companies of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives Boehringer Ingelheim group who have a need to know such information for in order to perform their duties in carrying out the Permitted Purpose Project hereunder. *Confidential Treatment Requested 11.2 COUL▇▇▇ ▇▇▇ll not disclose any THOM▇▇ ▇▇▇fidential Information to any person other than (a) its employees or consultants who are bound by similar obligations of confidentiality and who have been advised a need to know such information in order to provide direction to THOM▇▇ ▇▇ evaluate the results of the terms of this Section 4.01 and Project, or (b) regulatory authorities, for example, the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, howeverFDA, that require such information in order to review an IND or other regulatory filing. 11.3 The obligations of confidentiality applicable to COUL▇▇▇ ▇▇▇fidential Information and THOM▇▇ ▇▇▇fidential Information shall not apply to any Receiving Party may information that is: (a) known publicly or becomes known publicly through no fault of the recipient; (b) learned by the recipient from a third party entitled to disclose such Confidential Information it; (c) developed by the recipient independently of information or materials obtained from the disclosing party; (d) already known to the extent such Confidential Information is recipient before receipt from the disclosing party, as shown by its prior written records; (e) required to be disclosed by law, regulation or the order of a Governmental Order, in which case judicial or administrative authority; or (f) released with the Receiving Party shall promptly notify, to the extent possible, prior written consent of the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Orderparty. (b) Notwithstanding the foregoing11.4 No right or license, “Confidential Information” shall not include either express or implied, under any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, patent or has become publicly known through no act proprietary right is granted hereunder by virtue of the Receiving Party disclosure of COUL▇▇▇ ▇▇▇fidential Information or its Representatives THOM▇▇ ▇▇▇fidential Information. Either party shall be entitled to injunctive relief in the event of a breach of this Agreement by. the other party. The obligations of both parties under this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in 11 shall survive the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect Agreement. Both COUL▇▇▇ ▇▇▇ THOM▇▇ ▇▇▇ll use reasonable and customary precautions to any Servicesafeguard COUL▇▇▇ ▇▇▇fidential Information and THOM▇▇ ▇▇▇fidential Information, the Receiving Party agrees promptly including ensuring that all employees or consultants who are provided access to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer information are informed of the Receiving Party shall certify confidential and proprietary nature of such information and understand that all such information is required to such destruction in writingbe maintained confidential.

Confidentiality. (a) During In the term course of fulfilling the mutual responsibilities under this Agreement and thereafterMOU, the there will be a sharing of information of confidential nature. Both parties hereto shall, and shall instruct their respective Representatives to, hereby agree 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 listssuch information relating to methods, trade secrets, designsproducts, product formulationsservices, product specifications or any processes, techniques and other proprietary or confidential information, however recorded or preserved, whether written or oral (information in strict confidence and not divulge these to any such information, “Confidential Information”). Each third party hereto shall use without the same degree express consent of care, but no less than reasonable care, to protect the other party’s Confidential Information party except as it uses may be necessary in the course of fulfilling mutual responsibilities in this MOU. This clause of confidentiality shall extend to protect its own Confidential Information of like naturethe parties employees and associate / Subsidiary Companies / Concerns. Unless otherwise authorized in any other agreement between The parties each agree to refrain from distributing, disclosing or disseminating the parties, any party receiving any Confidential Information of the other party (and its affiliated entities which is disclosed to it and its affiliated entities in any manner to any person or entity except to the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives Recipient's employees, consultants and agents who have a need to know such information for the Permitted Purpose and who have been advised are obligated in a manner consistent with this MOUto maintain the confidentiality of such information. Each party's obligation to maintain the confidentiality of the terms Confidential Information of the other party shall expire two (2) years after the date of disclosure or 12 months after expiry or termination of this Section 4.01 MOU whichever is earlier. All drawings and other documents, any copies thereof, or things or samples which embody the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information of a party shall remain the property of that party and will be promptly destroyed, upon that party's request. The parties each agree that the Recipient of Confidential Information shall not remove any copyright, confidential, proprietary rights or intellectual property notices attached to or included in any Confidential Information furnished by the other. The Recipient shall reproduce all such notices on any copies. The restrictions and confidentiality obligations set forth in this MOU shall not apply to the extent such Discloser's Confidential Information which: a) is required to be disclosed by a Governmental Order, in which case upon the Receiving Party shall promptly notify, advance written authorization of the Discloser; b) is lawfully disclosed to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised Recipient by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentialityany confidentiality obligation; (iiior c) is clearly demonstrable that same was in lawfully known or independently developed by the possession Recipient prior to such disclosure. Neither party shall use the Confidential Information of the Receiving Party without restriction in relation other for any purpose other than to disclosure before carry out the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination purpose of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential InformationMOU. If such Confidential Information is destroyed, an authorized officer of the The Receiving Party shall certify construe nothing contained in this MOU as granting to such destruction in writinga party a license, either express or implied, under any patent or copyright owned or obtained, or which is or may be licensable. Neither party shall make any press release or other public references or utterances of any kind regarding this MOU, the information received as part of this MOU or the contents of this agreement without prior written consent of the other party. Each party upon written request from the other party shall return or destroy all drawings and other documents, including any copies or summaries thereof, or other tangible forms which embody any confidential information of the requesting party.

Confidentiality. (a) During Between the term date of this Agreement and thereafteruntil such time as the party providing any confidential, non-public information under this Agreement makes such information public after Closure, the parties hereto shallSellers, Parent, Buyer and the Company will maintain in confidence, and shall instruct will cause their respective Representatives to, to maintain in confidence confidence, and not disclose use to 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 detriment of any other proprietary or confidential information, however recorded or preserved, whether written or oral party any information furnished by a party in connection with this Agreement (any such information, information being “Confidential Information”). Each , unless (a) such information is already legally known to such party hereto shall use the same degree other than as a result 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations disclosure thereof under this Agreement or already legally known to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party, (b) the “Permitted Purpose”). Any Receiving Party may use of such information is necessary or appropriate as determined by the formal written opinion of the independent legal counsel for the party seeking such use and disclosure in making any filing or obtaining any Consent required for the consummation of the Contemplated Transactions, in which case the party desiring to use such information in such manner shall first consult with the party that provided such Confidential Information and allow such party to either publicly disclose such Confidential Information only prior to its Representatives who have use in making any filing or obtaining any Consent required for the consummation of the Contemplated Transactions or to legally oppose such disclosure in a need to know court of competent jurisdiction or (c) the furnishing or use of such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for is required by or necessary or appropriate in connection with any breach of these confidentiality provisions by such PersonsProceeding; provided, however, that any Receiving Party may disclose prior to the use of disclosure of such Confidential Information in any such Proceeding, the party seeking to make sure disclosure shall give written notice to and provide a reasonable opportunity to the extent such party’s seeking to protect its Confidential Information to legally oppose such disclosure in such Proceedings. If the Contemplated Transaction is required to be disclosed by a Governmental Ordernot consummated, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing each party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order will return or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such destroy as much Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Orderas the other party may reasonably request. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. (a) During Confidential Information may be disclosed by the term Parties to each other under this Agreement. This Confidential Information is described as Supplier's information relating to the manufacture and performance of this Agreement the Products and thereafterresearch and development activities, and Buyer's information relating to its operations, manufacturing processes, production costs, research and development activities, equipment, operating parameters and conditions, costs and finances, and operating goals and strategies, and technical information regarding Buyer's products. Any information visually observed by either party at the facility of the other, as well as product samples, are expressly deemed Confidential Information hereunder. The Confidential Information includes information exchanged verbally, visually, and in writing between Supplier and either Buyer or any affiliate, related company, subsidiary, licensee, or joint venturer of Buyer. To the extent Confidential Information is not in tangible form, the parties hereto shallParties will endeavor to generally describe same in writing; however, and neither Party shall instruct their respective Representatives to, maintain in confidence and not disclose be required to provide such a writing as to information visually observed by either party at the other party’s financial, technical, sales, marketing, development, personnel, and other information, recordsfacility of the other, 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 samples unless the Parties mutually agree in writing to provide such information, “Confidential Information”)a confirming writing. Each party hereto shall use the same degree of care, but no less than reasonable care, The Parties agree to protect the other party’s hold and treat received Confidential Information as it uses to secret and confidential and protect same as each Party would its own Confidential Information information of like naturekind, but using not less than a *CONFIDENTIAL TREATMENT REQUESTED reasonable standard of care. Unless otherwise authorized in any other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may The Parties shall not use Confidential Information only same except as necessary for the purposes of fulfilling its this Agreement. The obligations under contained in this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only paragraph shall not apply to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, which: a) was in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”)recipient's possession before receipt from discloser, and take reasonable steps was not subject to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order.an obligation of confidentiality; or (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time is or becomes a matter of disclosure to it, or has become publicly known general public knowledge through no act fault of the Receiving Party or its Representatives in breach of this Section 4.01recipient; (iior c) was is rightfully received by recipient from a third party without a duty an obligation of confidentialityconfidence; (iiior d) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was is independently developed by it independently without any reliance on recipient using none of the Confidential Information.; or (ce) Upon demand which the receiving Party is legally required to furnish by subpoena or otherwise by operation of law, provided that prior to furnishing Confidential Information, the Disclosing receiving Party at shall notify the disclosing Party and give it the opportunity to object to the disclosure or seek a protective order. The occurrence of any time, of the above exceptions shall not be construed as an express or upon expiration implied grant of any rights under any of the disclosing Party's patents or termination other Intellectual Property rights. An individual feature of the Confidential Information shall not be considered within the above exceptions merely because the feature is embraced by more general information within the exceptions. A combination of features of the Confidential Information shall not be considered within the above exceptions unless the combination itself and its principle of operation are within the exceptions. Neither party shall disclose the details of this Agreement with respect or the supply relationship to any Servicethird parties, without first receiving the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer written consent of the Receiving Party other party. *CONFIDENTIAL TREATMENT REQUESTED Recipient's obligations under this paragraph shall certify to such destruction in writingexpire [...***...] from the termination or cancellation of this Agreement, including any renewals.

Confidentiality. (a) During the term of this Agreement and thereafter, the parties hereto shall, and shall instruct 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 If either Party provides confidential information, however recorded or preservedincluding business plans, whether written or oral (any such strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”). Each party hereto ) to the other or, if in the course of performing under this Agreement or negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall use (a) protect the Confidential Information from disclosure to third parties with the same degree of carecare accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of this Agreement, including but no less than reasonable carenot limited to obtaining financing for the System. Notwithstanding the above, to protect the other party’s a Party may provide such Confidential Information as it uses to protect its own its, officers, directors, members, managers, employees, agents, contractors and consultants (collectively, “Representatives”), and affiliates, lenders, and potential assignees of this Agreement (provided and on condition that such potential assignees be bound by a written agreement or legal obligation restricting use and disclosure of Confidential Information), in each case whose access is reasonably necessary to the negotiation and performance of this agreement. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of like natureits confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. Unless otherwise authorized In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of this Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Section 20(a), except as set forth in any Section 20(b). All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party. Each Party agrees that the disclosing Party would be irreparably injured by a breach of this Section 20(a) by the receiving Party or its Representatives or other agreement between person to whom the parties, any party receiving any Party discloses Confidential Information of the other party (disclosing Party and that the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving disclosing Party may disclose such Confidential Information only be entitled to its Representatives who have equitable relief, including injunctive relief and specific performance, in the event of a need to know such information for the Permitted Purpose and who have been advised breach of the terms provision of this Section 4.01 and 20(a). To the Receiving Party fullest extent permitted by applicable law, such remedies shall not be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required deemed to be disclosed by the exclusive remedies for a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was 20(a), but shall be in the possession of the Receiving Party without restriction addition to all other remedies available at law or in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Informationequity. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. Each party shall preserve as strictly confidential and proprietary all information and material of the other, whether or not marked as confidential, including but not limited to, Client strategic plans, personnel files, customer (aor potential customer) During the term of this Agreement and thereafterlists or information, the parties hereto shallClient data, and shall instruct their respective Representatives to, maintain in confidence any third party proprietary 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 materials or preserved, whether written or oral other documentation provided to the other party in connection with this Agreement (any such information, “"Confidential Information”"). Each party hereto shall use hold the Confidential Information in confidence, with the same degree of carecare that it applies to its own confidential information of like importance, but no and never less than reasonable care. Each party agrees to preserve any copyright, to protect the trademark and other party’s proprietary rights notices on all Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the parties, any party receiving any Confidential Information of provided by the other party (and promptly notify the “Receiving Party”) may use other party of any disclosure of Confidential Information only that is not in accordance with this Agreement. Each party further agrees that in the event of a breach or threatened breach of this Section 6.1, that the non-breaching party may be irreparably harmed such that monetary damages will not adequately compensate for its injuries. In the purposes event of fulfilling its obligations any such breach, the non-breaching party shall be entitled, in addition to any rights or remedies it may have at law or in equity, to temporary and permanent injunctive relief issued by any court of competent jurisdiction enjoining and restraining the breaching party from continuing such breach and the payment by the breaching party of all costs associated with any litigation, including attorneys' fees. Neither party shall have any confidentiality obligation to the other under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent that such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information can show that the Receiving Party can demonstrateinformation: (i) was publicly previously known by it at the time of disclosure to itwithout obligation of confidence, or has become publicly known through no act of the Receiving Party or its Representatives in without breach of this Section 4.01Agreement; (ii) was rightfully publicly disclosed through no wrongful act of the party making the disclosure; (iii) was received from a third party having the right to lawfully possess and disclose same and without a duty breach of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or this Agreement, (iv) was independently developed by it independently the disclosing party without any reliance on access or reference to the Confidential Information. , (cv) Upon demand was required by the Disclosing Party at any timelaw, regulation or upon expiration governmental authority to be disclosed or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer (vi) was approved for release by prior written authorization of the Receiving Party shall certify to such destruction in writingnon-disclosing party.

Confidentiality. Each of Company and Supplier (a) During the term of this Agreement and thereafteras appropriate, the parties hereto shall“promisor”) agrees to and will cause its respective authorized agents, representatives, affiliates, employees, officers, directors, accountants, counsel and shall instruct their respective Representatives toother designated representatives (collectively, maintain in confidence “Representatives”) to (i) treat and hold as confidential (and not disclose the other party’s financialor provide access to any person to) all records, technicalbooks, salescontracts, marketinginstruments, development, personnel, computer data 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 data and information (any such informationcollectively, “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 other agreement between the parties, any party receiving any Confidential Information of ) concerning the other party (the “Receiving Partypromise”) may use Confidential Information only for in the purposes of fulfilling its obligations under this Agreement (promisor’s possession or furnished by the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to promisee or its Representatives who have pursuant to this Agreement, (ii) in the event that promisor or its Representatives become legally compelled to disclose any such Information, provide the promisee with prompt written notice of such requirement so that the promisee may seek a need to know such information for the Permitted Purpose and who have been advised of the terms of protective order or other remedy or waive compliance with this Section 4.01 31, and (iii) in the Receiving Party shall event that such protective order or other remedy is not obtained, or the promisee waives compliance with this Section 31, furnish only that portion of such Information which is legally required to be liable for any breach of these confidentiality provisions by provided and exercise promisors best efforts to obtain assurances that confidential treatment will be accorded such PersonsInformation; provided, however, that this sentence shall not apply to any Receiving Party may disclose Information that, at the time of disclosure, is available publicly and was not disclosed in breach of this Agreement by such Confidential party or its Representatives; and provided further, however, that the provisions of clauses (i) and (ii) above shall not preclude a party from disclosing Information to its Representatives or to its lenders or their Representatives (provided that each such Representative shall be advised of the confidential nature of such Information) or from disclosing Information to or filing Information within any governmental authority or agency with jurisdiction over such party. Each party agrees and acknowledges that remedies at law for any breach of its obligations under this Section 31 are inadequate and that in addition thereto the other party shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any such breach, without the necessity of demonstrating the inadequacy of monetary damages. The provisions of this Section 31 shall not apply to the extent any such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Orderapplicable law. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. (a) During Each party (for the term purposes of this Agreement and thereafterSection 5.1, the parties hereto shall“Receiving Party”) agrees to, and shall instruct their respective procure its Representatives to, maintain in confidence keep confidential and not to use or disclose any information provided pursuant to or in connection with this SPA by any other party (for the purposes of this Section 5.1, the “Disclosing Party”) that the Disclosing Party has designated as confidential or proprietary information (whether oral, written or in any other party’s financialform), technical, sales, marketing, development, personnelwhich the Disclosing Party has provided prior to the date hereof or may provide to the Receiving Party or its Representatives subsequent to the date hereof, and other information, records, any information derived by the Receiving Party 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 its Representatives from such information, including the existence and terms and conditions of this SPA and the transactions contemplated hereunder (collectively, the “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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: that: (i) was is publicly known at available or becomes publicly available without the time breach of disclosure to it, or has become publicly known through no act any obligations of confidentiality by the Receiving Party or its Representatives in breach of this Section 4.01; Party; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party, having been acquired without the breach of any obligations of confidentiality known to the Receiving Party, prior to it being furnished to the Receiving Party by the Disclosing Party; (iii) was independently and lawfully acquired by the Receiving Party without restriction in relation to disclosure before the date breach of receipt from the Disclosing Party or any obligations of confidentiality; or (iv) was developed is acquired by it independently the Receiving Party without breach of any reliance on obligation of confidentiality known to the Receiving Party. (b) the Receiving Party may disclose Confidential Information to its Representatives subject to the condition that they: (i) need to know the Confidential Information for purposes of the transactions contemplated in this SPA; (ii) are informed by the Receiving Party of the confidential nature of the Confidential Information; and (iii) are bound by confidentiality obligations to the same extent as set forth in this Section 5.1. (c) Upon If the Receiving Party is required pursuant to legal proceedings or becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand by or similar process) to disclose any of the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any ServiceConfidential Information, the Receiving Party agrees promptly to return or destroy, at shall provide the Disclosing Party’s option, all Party with prompt prior written notice and may disclose only that portion of the Confidential Information that is required and shall exercise reasonable efforts to obtain assurance that confidential treatment shall be accorded to such Confidential Information; provided that the failure to obtain such assurance of confidential treatment shall not limit or restrict any disclosures otherwise permitted under this Section 5.1. If such the Receiving Party is required by applicable Laws (as determined by its legal counsel) or pursuant to a request by any other regulatory or Governmental Authority in any jurisdiction to disclose any of the Confidential Information is destroyedInformation, an authorized officer of the Receiving Party shall certify as far as reasonably practicable make such disclosure only after prior consultation with the Disclosing Party and after giving the Disclosing Party a reasonable opportunity to comment on the proposed disclosure. Nothing contained herein is intended to limit or restrict each of the Buyer Parties’ ability to file a Schedule 13D with the SEC or any amendments thereto or to make required disclosure therein. (d) All Confidential Information provided by a Disclosing Party shall be and shall remain the property of the Disclosing Party. Upon the termination of this SPA and upon the written request of the Disclosing Party, the Receiving Party shall, and shall procure its Representatives and Affiliates to, subject to applicable Laws, within thirty (30) calendar days following such request, return to the Disclosing Party all Confidential Information and all reproductions of Confidential Information, or promptly destroy such Confidential Information or reproductions thereof in any form (except the Receiving Party shall not be required to return or destroy such Confidential Information or any reproduction thereof to the extent necessary to demonstrate its or its Representatives’ compliance with any Law, fiduciary obligations or bona fide document retention policy or not reasonably practicable). In the case of such Confidential Information that is not returned or destroyed, the Receiving Party shall continue to keep such information confidential pursuant to the terms of this Section 5.1 and shall not use such Confidential Information for purposes other than the compliance with such Laws. (e) Notwithstanding anything herein to the contrary, any party may disclose to any and all Persons, of any kind, the tax treatment and tax structure of the transactions contemplated herein and all materials of any kind (including tax opinions or other tax analyses) that are provided to such destruction in writingparty relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable any Person to comply with applicable securities laws. For this purpose, “tax treatment” means U.S. federal or state income tax treatment, and “tax structure” is limited to any facts relevant to the U.S. federal or state income tax treatment of the transactions contemplated herein.

Confidentiality. (aa.) During Each party recognises the term proprietary and confidential nature of this Agreement and thereafter, the parties hereto shall, and shall instruct their respective Representatives to, maintain in confidence and not disclose the other party’s financialcommercial, technical, salesfinancial and operational information and know-how relating to its business, marketingfacilities, developmentproducts, personneltechniques and processes, including without limitation the Deliverables 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 information derived therefrom (any such information, “Confidential Information”). Each party hereto ) and undertakes to hold in strict confidence any Confidential Information, whether marked confidential or not, and shall use take all reasonable precautions to prevent the same degree of care, but no less than reasonable care, in whole or in part from becoming available to protect the other any third party’s Confidential Information as it uses . The receiving party undertakes to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only solely for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised purpose of the terms of this Section 4.01 and Contract or as agreed in writing by the Receiving Party disclosing party. b.) This clause shall be liable not apply for any breach information which, as evidenced by documents of these that time, (i) was in the lawful possession of the receiving party or any of its Affiliates (an “Affiliate” is any entity which directly or indirectly controls, is controlled by, or is under common control with a party) and had not been obtained from the disclosing party, (ii) has after disclosure been lawfully disclosed by a third party without any obligation of confidentiality provisions and restricted use, (iii) has entered before or after the date of formation of the Contract into the public domain through no act or failure to act by such Persons; providedthe receiving party or any of its Affiliates, however(iv) has been developed independently of any Confidential Information, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information or (v) is required requested to be disclosed by a Governmental Orderpursuant to applicable law, in which case the Receiving Party shall promptly notifygovernmental regulation or legal process, provided that such party shall, to the extent possiblelegally permissible, promptly notify the disclosing party (the “Disclosing Party”)of such required disclosure, shall disclose only such Confidential Information as is required, and shall take all reasonable steps to assist in contesting protect the confidentiality of such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such disclosed information. Confidential Information that it shall not be deemed to be within the foregoing exceptions merely because such information is advised embraced by its counsel in writing that it is legally bound to disclose under such Governmental Ordermore general information within the foregoing exceptions or because individual features fall within the foregoing exceptions. (bc.) Notwithstanding the foregoing, “Confidential Information” shall The d.) Each party acknowledges and agrees that damages alone may not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in be an adequate remedy for a breach of this Section 4.01; (iiclause and that the other party shall be entitled to seek interim injunctive relief or such other relief that may be available under applicable law. e.) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession This clause shall survive performance or any earlier termination of the Receiving Party without restriction in relation to disclosure before Contract for whatever reason and shall remain valid for period of ten years from the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer formation of the Receiving Party shall certify to such destruction in writingContract.

Confidentiality. (a) During 19.1 Subject to 19.2, no Party shall, at any time after the term Signature Date, directly or indirectly disclose, or directly or indirectly use, whether for its own benefit or that of any other Person, - 19.1.1 any information - 19.1.1.1 regarding the contents of this Agreement Agreement; 19.1.1.2 relating to the Company, its assets and thereafteraffairs, the parties hereto shallincluding all communications (whether written, oral or in any other form) and shall instruct their respective Representatives toall reports, maintain in confidence statements, schedules and not disclose the other party’s data concerning any financial, technical, saleslabour, marketing, developmentadministrative, personnelaccounting or other matter, and other information(collectively, 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, the “Confidential Information”). Each party hereto shall use the same degree of care, but no less than reasonable care, ; 19.1.2 any document or other record (whether in electronic or any other medium whatsoever) containing Confidential Information which is supplied to protect it by the other party’s Confidential Information Party as well as documents, diagrams and records which are produced by it uses (whether or not by copying, photocopying or otherwise reproducing documents or records supplied to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the partiesit), any party receiving and containing any Confidential Information of the other party (the “Receiving PartyConfidential Records”) may use ). 19.2 Notwithstanding 19.1, Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”)) - 19.2.1 to any expert appointed in terms of this Agreement; 19.2.2 to the extent to which the prior written consent for such disclosure has been obtained from the other Party/ies; 19.2.3 to the extent to which disclosure is required by law (excluding contractual obligations) or by the rules of any stock exchange by which it (or any of its Affiliates) is bound, in which event the Disclosing Party shall, unless prohibited from doing so by any such law, obtain the other Party’s/Parties’ consent, not to be withheld unreasonably, for the manner of such disclosure; provided that the Disclosing Party shall not be obliged so to obtain the consent of the other Party/ies if such disclosure is required before the approval can reasonably be obtained but the Disclosing Party shall in these circumstances promptly notify the other Party/ies of the full details of such disclosure, including the reasons why time did not permit such consent to be obtained; 19.2.4 and take reasonable steps Confidential Records may be disclosed by a Disclosing Party to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosuredirectors, responsible employees and in which case professional advisors who require such disclosure for the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act purpose of the Receiving Party Disclosing Party’s implementing or its Representatives in enforcing this Agreement or obtaining professional advice or for the purpose of complying with any law. Any conduct by any such director, employee or professional advisor which would, if that Person had been party to this 19, have been a breach of this Section 4.01; (ii) was rightfully received from 19 shall be deemed to be a breach of this 19 by the Disclosing Party; 19.2.5 to the extent to which it - 19.2.5.1 is Made Public other than as a result of any breach of this Agreement or any other agreement. The expression “Made Public” shall, for this purpose, have the same meaning as when it is used in the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ provisions of the Financial Markets Act No 19 of 2012, which is not limited to the circumstances referred to in section 79 of that Act; 19.2.5.2 corresponds in substance to information disclosed and/or made available by a third party to the Disclosing Party at any time without any obligation not to disclose same, unless the Disclosing Party knows that the third party from whom it received that information is prohibited from transmitting the information to Disclosing Party by a duty of confidentiality; (iii) contractual, legal or fiduciary obligation to any other party; 19.2.5.3 is information which was already in the possession of the Receiving Disclosing Party without restriction in relation prior to its disclosure before by the date of receipt from other Party to the Disclosing Party or (iv) was is independently developed by it independently the Disclosing Party without any reliance on reference to the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. (a) During the term of this Agreement and thereafter, the parties hereto shall, and shall instruct 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 or its Affiliates or contractors (a “Disclosing Party”) may, from time to time, prior to or after the same degree of careEffective Date, but no less than reasonable care, disclose 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may information of a technical or non-technical nature that is not generally known to the trade or public. The Receiving Party agrees that it will not use Confidential Information only for the purposes of fulfilling any purpose other than as necessary to perform its obligations under this Agreement (and the “Permitted Purpose”). Any Ancillary Agreements, and will not disclose to anyone in any manner whatsoever, any such information, including, without limitation, information relating in any way to the products, processes, and services of the Disclosing Party, which becomes known to the Receiving Party may disclose such Confidential Information only on or prior to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised later of the terms date of the (a) termination of this Agreement or (b) termination or expiration of the Supply Agreement. The obligations of this Section 4.01 and 8.3 will not apply to information that (i) is known to the Receiving Party shall be liable for any breach of these confidentiality provisions as shown by such Personswritten records prior to its disclosure by the Disclosing Party or its Affiliates or its contractors; provided, however, that any Receiving Party may disclose such Confidential Information (ii) becomes public information or is generally available to the extent such Confidential Information public other than by an unauthorized act or omission of the Receiving Party; or (iii) is required to be disclosed received by a Governmental Order, in which case the Receiving Party from third parties who are in rightful possession of such information and who are lawfully entitled to disclose such information to the Receiving Party and did not receive such information from the Disclosing Party. From and after the Closing Date, the Transferred Assets and all confidential information related solely and exclusively to the Transferred Assets or the manufacture thereof shall promptly notifybe considered the confidential information of Buyer under this Section 8.3 and the obligations of this Section 8.3 in respect thereof will apply to Seller and not the Buyer. It being understood for the avoidance of doubt, that, without limitation, to the extent possibleany confidential information related to the Transferred Assets or the manufacture thereof is used by the Seller in the retained business thereof, such confidential information shall constitute the disclosing party confidential information of both parties. Upon the latter of (x) the “Disclosing Party”)date of termination of this Agreement or (y) the termination or expiration of the Supply Agreement, and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information will return to the Disclosing Party all documents that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any confidential information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or its contractors (iv) was developed by it independently without any reliance on other than the Confidential Information. (c) Upon demand by Transferred Assets), including all copies of such documents or extracts therefrom, if any, and will make no further use of such information. To the extent that the confidential information relates to the Products, each Disclosing Party at any timeor Receiving Party, or upon expiration or termination as the case may be, shall create an internal firewall and use commercially reasonable efforts to protect against the disclosure of this Agreement with respect such information to any Service, the Receiving Party agrees promptly to return or destroy, at the such Disclosing Party’s optionor Receiving Party’s, all Confidential Information. If such Confidential Information is destroyedas the case may be, an authorized officer of the Receiving Party shall certify to such destruction in writingmarketing and sales personnel.

Confidentiality. (a) During From and after the term Closing Date, each of this Agreement and thereafter, the parties hereto shallParties shall hold, and shall instruct cause their respective Representatives toSubsidiaries and Affiliates and its and their directors, maintain in confidence and not disclose the other party’s financialofficers, technicalemployees, salesagents, marketingconsultants, development, personneladvisors, 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 representatives (any such informationcollectively, “Confidential InformationRepresentatives”). 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 other agreement between the parties, any party receiving any hold all Confidential Information of the other party (Parties in strict confidence, with at least the “Receiving same degree of care that applies to such Party”) may ’s own confidential and proprietary information and shall not use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information except as reasonably necessary for the Permitted Purpose conduct of its business and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may not release or disclose such Confidential Information to the extent such Confidential Information is any other Person, except its Representatives or except as required to be disclosed by a Governmental Order, in which case the Receiving applicable law. Each Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised be responsible for any breach of this section by any of its counsel in writing that it is legally bound to disclose under such Governmental OrderRepresentatives. (b) Notwithstanding If a Party receives a subpoena or other demand for disclosure of Confidential Information received from any other Party or must disclose to a governmental authority any Confidential Information received from such other Party in order to obtain or maintain any required governmental approval, the foregoingreceiving Party shall, “to the extent legally permissible, provide notice to the providing Party before disclosing such Confidential Information” . Upon receipt of such notice, the providing Party shall not include any information that promptly either seek an appropriate protective order, waive the Receiving receiving Party’s confidentiality obligations hereunder to the extent necessary to permit the receiving Party can demonstrate: (i) was publicly known at to respond to the time of disclosure to itdemand, or has become publicly known through no act otherwise fully satisfy the subpoena or demand or the requirements of the Receiving applicable governmental authority. If the receiving Party is legally compelled to disclose such Confidential Information or its Representatives in breach if the providing Party does not promptly respond as contemplated by this section, the receiving Party may disclose that portion of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in Confidential Information covered by the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party notice or (iv) was developed by it independently without any reliance on the Confidential Informationdemand. (c) Upon demand Each Party acknowledges that (i) the disclosing Party would not have an adequate remedy at law for the breach by the Disclosing receiving Party of any one or more of the covenants contained in this Section 6.1 and (ii) EQT would not have an adequate remedy at law for the breach of any timeone or more of the covenants of the Partnership Group contained in Article IV, and agrees that, in the event of such breach, the disclosing Party or upon EQT, respectively, may, in addition to the other remedies that may be available to it, apply to a court for an injunction to prevent any further breaches and to enforce specifically the terms and provisions of this Agreement. Notwithstanding any other section hereof, to the extent permitted by applicable law, the provisions of this Section 6.1 and Article IV shall survive the expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingAgreement.

Confidentiality. During the Term of this Agreement, each Party (a“Receiving Party”) During and its directors, officers, employees, agents and advisors (collectively, “Representatives”) shall maintain the secrecy and confidentiality of all confidential information of the other Party (“Disclosing Party”) which at any time before or during the term of this Agreement and thereafter, has been or hereafter is disclosed to the parties hereto shall, and shall instruct their respective Receiving Party or its Representatives to, maintain or which it has obtained or hereafter obtains in confidence and not disclose connection with this Agreement or 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 performance of any other proprietary or confidential information, however recorded or preserved, whether written or oral services by the Disclosing Party under this Agreement (any such information, “Confidential Information”). Each party hereto The Receiving Party and its Representatives shall use the same degree of carenot (i) divulge, but no less than reasonable carefurnish or make accessible to anyone or in any way use, to protect the other party’s Confidential Information as it uses to protect for its own Confidential Information benefit or for the benefit of like nature. Unless otherwise authorized in any other agreement between person or entity (other than in the partiesordinary course of the Disclosing Party’s business in connection with this Agreement), any party receiving any Confidential Information without the Disclosing Party’s prior written consent; or (ii) take or permit any action to be taken which would reduce the value of the other party (the “Receiving Party”) may use Confidential Information only for to the purposes of fulfilling its obligations under this Agreement Disclosing Party. The term “Confidential Information” includes, without limitations: (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose i) business, financial and who have been advised of other information; (ii) the terms of this Section 4.01 Agreement; and (iii) the Disclosing Party’s business plans, technology, innovations, designs, compilations, programs, devices, lists, methods, concepts, techniques and processes. The definition of “Confidential Information” is intended to have the broadest meaning as permitted by law. Notwithstanding anything herein to the contrary, the obligations of secrecy and confidentiality set forth herein will not apply to any information which is now generally publicly known or which subsequently becomes generally publicly known other than as a direct or indirect result of the breach of this Agreement by the Receiving Party. Notwithstanding anything to the contrary herein, the Receiving Party shall not be prohibited from making disclosure to the extent required by a valid court order, subpoena or other judicial action required disclosure of Confidential Information, provided that disclosure is limited to what is legally required and the Receiving Party shall be liable for any breach gives reasonable advance notice of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information requirement to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”). All books, documents, lists, and take reasonable steps records pertaining to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosurebusiness (collectively, “Records”), whether written typed, printed, contained or microfilm, contained on computer disc, contained on tape, or set forth in some other medium of expression and in which case the Receiving Party shall only disclose such all Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at are the Disclosing Party’s optionsole and exclusive property. Finally, all Confidential Information. If the obligations of secrecy and confidentiality set forth herein will not apply to any information disclosed by HRT O&G to HRT O&G partners and financial advisors under Joint Operating Agreements, provided that HRT O&G shall enter into confidentiality agreements with such partners and financial advisors prior to sharing any Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to with such destruction in writingparties.

Confidentiality. Buyer, as a party on the one hand, and Seller, as a party on the other, agree that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated by this Agreement (a) During whether obtained before or after the term date of this Agreement), the investigation provided for herein and the preparation of this Agreement and thereafterother related documents, and, in the parties hereto shallevent that such transactions shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Seller. to its counsel, accountants or financial advisors). No Person shall instruct their respective Representatives to, maintain in confidence and not disclose the other party’s financial, technical, sales, marketing, development, personnel, and other use any confidential information, records, or data, including, without limitation, customer listswith respect to the Business, supplier listsany information relating to the Business or customers, trade secretssuppliers, designscontractors, product formulationssubcontractors and licensors, product specifications in any manner whatsoever except for (a) the purpose of evaluating the proposed purchase and sale of the Purchases Assets or the negotiation or enforcement of this Agreement or any other proprietary agreement contemplated hereby; (b) where the disclosure of any portion thereof is required by applicable law or confidential information, however recorded determined to be necessary to comply with any court order or preserved, whether written or oral Governmental Authorization (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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Personsextent so required); provided, however, that such party shall first notify the other party of any Receiving Party may disclose such Confidential Information requirement and, if the other party desires, shall cooperate with that party to seek approval to prevent or limit such disclosure; (c) where the extent such Confidential Information disclosure of any portion thereof is required in order to be disclosed by a Governmental Order, in which case obtain any of the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”)consents contemplated hereby, and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel both parties agree in writing that it such disclosure is legally bound necessary; (d) where the information becomes generally available to disclose under the public other than as a result of a disclosure by Buyer or Seller; or (e) where the information is or becomes lawfully available to Buyer from a source other than Seller who is authorized to make such Governmental Order. (b) disclosure without restriction. Notwithstanding the foregoing, “Confidential Information” shall not include after the Closing, Buyer may use or disclose any confidential information that related to the Receiving Party can demonstrate: (i) was publicly known at Purchased Assets or the time of disclosure to itBusiness. Notwithstanding the foregoing, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was parties hereto hereby reaffirm the confidentiality provisions set forth in the possession Letter of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of Intent. The parties acknowledge and agree that this Agreement with respect and a description hereof will be made publicly available by Company upon its execution, but only to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingextent required by applicable federal securities law.

Confidentiality. (a) During The parties recognize that in the term course of providing the Software and performing the services pursuant to this Agreement Agreement, both parties may have access to confidential information and thereafter, the parties hereto shall, and shall instruct their respective Representatives to, maintain in confidence and not disclose trade secrets belonging to the other party’s financial, technical, sales, marketing, development, personnel, and each desire that such confidential information and trade secrets remain confidential. Each party agrees that all confidential information and trade secrets communicated to one party by the other information, records, or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications or in any other proprietary or confidential information, however recorded or preserved, whether written or oral manner (any such information, the “Confidential Information”), will be used by the recipient party only for the purposes allowed by this Agreement. The other party’s Confidential Information will not be disclosed by the recipient party, other than to its employees and, in the case of SISW, to its affiliated companies, its consultants, agents, and contractors, without the prior written consent of the other party. Each party hereto shall use will advise its employees and, in the same degree case of careSISW, but no less than reasonable careits affiliated companies, to protect consultants, agents, and contractors, who receive any of the other party’s Confidential Information as it uses to protect of its own Confidential Information of like confidential nature. Unless otherwise authorized Notwithstanding anything to the contrary contained in any other agreement between this Section, the parties, any party receiving parties further agree that the SISW Software will be subject to the confidentiality restrictions contained in Section 5 of Schedule B. The confidentiality provisions of this Section will not apply to any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at or becomes generally available to the time public other than as a result of disclosure to it, or has become publicly known through no act of by the Receiving Party or its Representatives recipient party in breach violation of this Section 4.01Agreement; (ii) was rightfully received becomes available to the recipient party from a third source other than the other party, provided that the recipient party without has no reason to believe that such source is itself bound by a duty of confidentialityconfidentiality or nondisclosure agreement with the other party or otherwise prohibited from disclosing such Confidential Information by a legal, contractual or fiduciary obligation; (iii) was in the recipient party’s possession of the Receiving Party without restriction in relation prior to disclosure before the date of receipt from the Disclosing Party or other party; (iv) was is independently developed by it independently the recipient party without any reliance on the use of the other party’s Confidential Information. ; or (cv) Upon demand is required to be disclosed by the Disclosing Party at recipient party by a governmental agency or law, so long as the recipient party provides the other party with written notice of the required disclosure promptly upon receipt of notice of the required disclosure. Upon any timeactual or threatened violation of this Section by either party, the other party will have the right, in addition to such other remedies which may be available to it, to seek injunctive relief enjoining such acts or upon attempts, it being acknowledged and agreed that monetary damages are inadequate to protect the other party. In the event Customer conducts benchmarks or other tests concerning the Software, including any content or functionality of our third party licensors, the results shall constitute Confidential Information and shall not be published or otherwise revealed to any third party. This Section will survive the expiration or termination of this Agreement with respect to for any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingreason.

Confidentiality. (a) During the term of this Agreement and thereafter, the parties hereto shall, and shall instruct 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 7.1 Confidential Information as it uses used herein shall mean only that information, whether technical, commercial or economic, disclosed under this Agreement by a Party and/or its Affiliates (the “Disclosing Party”) to protect another Party and/or its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the parties, any party receiving any Confidential Information of the other party Affiliates (the “Receiving Party”), either in a writing marked as “Disclosing Party [insert name of Party making the disclosure] Confidential Information” or if disclosed in non-written form, with contemporaneous identification of such non-written information as confidential to the Disclosing Party and subsequent reduction to, or summarization in, a writing delivered to the Receiving Party within thirty (30) may days after such non-written disclosure. 7.2 Receiving Party shall: solely use the Confidential Information only for the purposes performance of fulfilling its obligations under this Agreement. not analyse or have analysed any of the samples delivered under this Agreement (other than necessary for the “Permitted Purpose”)performance of its obligations under this Agreement; not divulge or make accessible any Confidential Information to any party other than the Authorized Representatives impose substantially the same obligations as defined hereinabove upon the Authorized Representatives; inform the Disclosing Party by return to which Affiliates the Confidential Information will be divulged; not apply for patents or any other rights in the field of industrial property covering any of the Confidential Information furnished to it. Any The obligations of confidentiality and non-use shall not apply to: information which the Receiving Party may disclose such Confidential Information only can prove to have been in its Representatives who have possession prior to the disclosure thereof by the Disclosing Party and which was not obtained directly or indirectly from the Disclosing Party; information which the Receiving Party can prove that it either was part of the public domain through publication or otherwise before receipt of the same under this Agreement by the Disclosing Party, or thereafter becomes part of the public domain by publication or otherwise through no fault of the Receiving Party; information which the Receiving Party can prove by documentary evidence that it was received by it from a need third party imposing no restriction as to know disclosure and which did not acquire any such information for directly or indirectly from the Permitted Purpose Disclosing Party. information which is required by law, judicial or arbitral process, regulatory authority or the rules of a recognized stock exchange to be disclosed, provided that, to the extent legally permissible, the Receiving Party gives the Disclosing Party prior notice of such requirement to disclose and who have been advised of the terms of this Section 4.01 a reasonable opportunity to obtain a protective order and the Receiving Party shall be liable for takes the necessary steps to minimize the extent of disclosure. 7.3 Upon the first request of Disclosing Party, Receiving Party will return to the Disclosing Party or destroy any breach and all of these confidentiality provisions by such Persons; provided, however, Disclosing Party’s Confidential Information that any Receiving Party obtains under this Agreement save that Receiving Party may disclose such retain one copy of Disclosing Party’s Confidential Information to for the extent such Confidential Information is required to be disclosed by a Governmental Ordersole purpose, in which case the event of a future dispute, of proving what information it did or did not receive hereunder. 7.4 Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting notify the Disclosing Party’s rights prior to disclosure, and Party in which case writing upon the Receiving Party shall only disclose such occurrence of any unauthorized disclosure or use of Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include or any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in other breach of this Section 4.01; (ii) was rightfully received from a third party without a duty Agreement of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by which it independently without any reliance on the Confidential Informationbecomes aware. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. 7.1 Any information which is transmitted by one Party to the other Party in connection with the entering into or the performance of the Agreement, shall be kept confidential by the receiving Party and its Affiliates and/or Sublicensees prior to the expiration or termination of the Agreement and for a period of five (5) years after its expiration. The foregoing obligation shall not apply to: (a) During the term of this Agreement and thereafter, the parties hereto shall, and shall instruct 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known which at the time of disclosure to itor acquisition is part of the public knowledge or literature, or has become publicly known through no act thereafter becomes part of the Receiving Party public knowledge or its Representatives in breach literature otherwise than by unauthorized disclosure by the recipient; (b) any disclosure of this Section 4.01; (ii) was rightfully received from a third party without a duty information to the United States Food and Drug Administration or other similar governmental authorities for the purpose of confidentiality; (iii) was in complying with regulatory requirements with respect to the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party Licensed Processes or (iv) was developed by it independently without any reliance on the Confidential Information.Licensed Product; (c) Upon demand any information which at the time of disclosure or acquisition was in the recipient's possession as evidenced by its written records; (d) any information which became available to the Disclosing recipient from another source not bound to secrecy to the disclosing Party at any time, or upon expiration or termination of this Agreement with respect to such information; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (e) disclosure by the recipient to Third Parties under provisions of confidentiality substantially similar to those contained in the Agreement for the purposes of development or marketing of the Licensed Product; and (f) any Servicedisclosure of information required by law. 7.2 Notwithstanding the provisions of Section 7.1 herein, in the event that either Party, its Affiliates and/or Sublicensees shall determine that it wishes to disclose any information, the Receiving Party agrees promptly to return or destroydisclosure of which would be prohibited by Section 7.1 herein, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify present the other Party with a written request to disclose such destruction information. The other Party shall have a period of thirty (30) calendar days to approve the disclosure contained in writingsuch written request, which approval shall not be unreasonably withheld.

Confidentiality. (a) During the term of As used in this Agreement and thereafter, the parties hereto shall, and shall instruct 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 informationAgreement, “Confidential Information”). Each party hereto shall use ” means, subject to the same degree of care, but no less than reasonable care, to protect exceptions set forth in the other party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the partiesfollowing sentence, any party receiving any Confidential Information information or data, regardless of whether it is in tangible form, disclosed by either OVHcloud or Customer (the “Disclosing Party”) that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) calendar days of disclosure to the other party (the “Receiving Party”) may use ); provided, however, that a Disclosing Party’s business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information only for of the purposes Disclosing Party even if not so marked or identified. OVHcloud’s Confidential Information includes, without limitation, the OVHcloud Services, any information related thereto and the Login Credentials. Information will not be deemed Confidential Information if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of fulfilling confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (d) is developed independently by the Receiving Party without use of any Confidential Information of the Disclosing Party. Each party agrees that it will use the Confidential Information of the other party solely to perform its obligations or exercise its rights under this Agreement (Agreement. Neither OVHcloud nor Customer will disclose, or permit to be disclosed, the “Permitted Purpose”)other party’s Confidential Information directly or indirectly, to any third party without the other party’s prior written consent. Any Receiving Party Both OVHcloud and Customer will use commercially reasonable measures to protect the confidentiality and value of the other party’s Confidential Information. Notwithstanding any provision of this Agreement, either party may disclose such the other party’s Confidential Information only Information, in whole or in part: (i) to its Representatives employees, officers, directors, consultants and professional advisers (e.g., attorneys, auditors, financial advisors, accountants and other professional representatives) who have a need to know and are legally bound to keep such information for Confidential Information confidential by confidentiality obligations or, in the Permitted Purpose and who have been advised case of professional advisors, are bound by ethical duties to keep such Confidential Information confidential consistent with the terms of this Section 4.01 Agreement; and (ii) as required by Applicable Law (in which case each party will, if permitted by Applicable Law, provide the Receiving Party shall be liable for any breach of these confidentiality provisions by other with prior written notification thereof and use its reasonable efforts to minimize such Persons; provided, however, that any Receiving Party may disclose such Confidential Information disclosure to the extent such Confidential Information is required permitted by Applicable Law). Both OVHcloud and Customer agree to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or exercise due care in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Both OVHcloud and Customer will promptly notify the other in writing that if it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include becomes aware of any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act violations of the Receiving Party or its Representatives confidentiality obligations set forth in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential InformationAgreement. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. With respect to any and all confidential, or proprietary information, including, but not limited to, any trade secrets disclosed before, on, or after the Effective Date, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," disclosed or caused to be disclosed by a Party or its Affiliates (aa “Disclosing Party”) During to the term other Party or its Affiliates for the purpose of this Agreement and thereafter, or otherwise accessible to such other Party or its Affiliates during the parties hereto shall, and shall instruct 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 performance of its obligations hereunder (any such information, the “Confidential Information”). Each party hereto shall use , the same degree Party which receives, or which an Affiliate of caresuch Party receives, but no less than reasonable care, to protect the other party’s such Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the parties(such Party, any party receiving any Confidential Information of the other party (the a “Receiving Party”) may agrees that it shall, and shall cause its Affiliates to, use at least that degree of skill and care that it would exercise in similar circumstances in carrying out its own business to prevent the disclosure or accessibility to others of the Disclosing Party’s Confidential Information (but in no event less than a reasonable degree of skill and care) and shall use such Confidential Information only for the purposes purpose of fulfilling its performing the obligations under this Agreement (Agreement. No Party shall, and no Party shall permit its Affiliates to, disclose, publish, release, or otherwise make available to any Person the “Permitted Purpose”)Confidential Information of another Party or its Affiliates except as permitted by this Section 12. Any The Receiving Party may disclose such shall, and shall cause its Affiliates to, limit dissemination of and access to the Disclosing Party’s Confidential Information to only to its such employees, agents, and Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and information. Further, the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, agrees that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received upon written notice from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, the Receiving Party shall, and shall cause its Affiliates to, promptly destroy all of the Confidential Information of the Disclosing Party without retaining any copies thereof; provided, that the Receiving Party shall be permitted to retain one (1) copy of any such information to the extent required to comply with applicable Law or upon expiration pursuant to the Receiving Party’s internal archival procedures (including automatic electronic backup) provided that any such retained information shall remain subject to the confidentiality and non-use provisions of this Section 12. Specifically excluded from the definition of “Confidential Information” is any and all information that (a) is independently developed by the Receiving Party without reference to or termination reliance on the Disclosing Party’s Confidential Information or breach of this Agreement with respect to or any Serviceother obligation of confidentiality under another binding agreement between Receiving Party or any of its Affiliates, on the one hand, and Disclosing Party or any of its Affiliates, on the other hand, or (b) is already in the public domain at the time of disclosure or thereafter becomes publicly known other than as the result of a breach by the Receiving Party or its Affiliates (or any third party receiving through such Party or its Affiliates) of its obligations under this Agreement or any other confidentiality obligation under another binding agreement between Receiving Party or any of its Affiliates, on the one hand, and Disclosing Party or any of its Affiliates, on the other hand. Notwithstanding the foregoing, the Receiving Party agrees promptly and its respective Affiliates may disclose the Confidential Information of Disclosing Party and its respective Affiliates to return or destroythe extent that, at upon the Disclosing Party’s optionreasonable advice of counsel, all Confidential Information. If such Confidential Information is destroyedmust be produced by the Receiving Party under applicable Law; provided, an authorized officer of that, in such case, the Receiving Party shall certify promptly notify the Disclosing Party in writing and, insofar as is permissible and reasonably practicable without placing the Disclosing Party under violation of any such Law, give Disclosing Party an opportunity to appear and to object to such destruction production before producing the requested information. The obligations set forth in writingthis Section 12 are in addition to, and not in lieu or replacement of, any other obligations between any of the Parties with respect to confidential or non-public information.

Confidentiality. (a) During Each Party agrees that it will not before, during or after the term of this Agreement and thereafterAgreement, permit the parties hereto shallduplication, and shall instruct their respective Representatives to, maintain in confidence and not disclose the other party’s financial, technical, sales, marketing, development, personnel, and other information, records, use 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 disclosure 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 other agreement between the parties, any party receiving any Confidential Information of the other party Party to any person (other than its own employees, agents, Representatives or those members of the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives Design Team who must have a need to know such information for the Permitted Purpose performance of such Party's obligations hereunder), unless such duplication, use or disclosure is specifically authorized by the other Party. The Parties acknowledge and who have been advised of the terms of this Section 4.01 and the Receiving Party agree that a Party's Confidential Information shall be liable for any breach deemed a trade secret of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Party. Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known which, at the time of disclosure to itdisclosure, (i) is generally known by the public or has become publicly generally known through no act of within the Receiving Party or its Representatives in breach of this Section 4.01; respective Parties' industries, (ii) was rightfully received from a third party without a duty in the recipient's possession free of confidentiality; any obligation of confidentiality at the time of the disclosing Party's communication thereof to the recipient, (iii) was in communicated to the possession recipient free of any obligation of confidentiality subsequent to the time of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or disclosing Party's communication thereof, (iv) was communicated to the recipient by a third party free of any obligation of confidentiality or (v) was developed by it employees or contractors of the recipient independently of, and without reference to, any reliance on of the information of the disclosing Party. If Confidential Information is subject to disclosure pursuant to any order, decree, subpoena or other validly issued judicial or administrative process or is otherwise required by law to be disclosed, the Party required to disclose such Confidential Information may do so provided that such Party promptly notifies the other Party of its intention to do so that the non-disclosing Party may seek to obtain a protective order or other appropriate relief from disclosure. Each Party shall explicitly inform each employee, agent, Representative, supplier, contractor, subcontractor or members of the Design Team who will have access to any Confidential Information of the confidential nature of such information. Each Party shall be responsible for the actions of its employees, agents, Representatives, suppliers, contractors, including without limitation, members of the Design Team, and subcontractors. Without limiting the foregoing, Continucare shall not reproduce, release or in any way make available or furnish, either directly or indirectly, to any Person at any time, any information concerning the members of the Club or any facility owned or operated by Bally or its Affiliates. Continucare agrees not to use the information concerning such members in any manner except to perform its obligations under this Agreement. Continucare shall at all times maintain any information, including lists, relating to such members physically separate and distinct from any information Continucare may maintain that is unrelated to this Agreement. Each Party shall immediately report to the other any knowledge which such Party has with respect to any attempt by any Person to duplicate, use or disclose Confidential Information in violation of this Agreement. Each Party shall use its best efforts to maintain the security of the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. 5.1 All documents, materials and know-how which may be furnished by the disclosing party hereto (athe “Disclosing Party”) During to the term receiving Party (the “Recipient”) pursuant to this Agreement shall be if suitably marked or designated in tangible form, deemed the Disclosing Party’s “Proprietary Information” and, therefore, considered confidential information of the Disclosing Party, and shall not be used by Recipient other than for the purposes licensed under this Agreement and thereafter, for the parties hereto shall, and shall instruct their respective Representatives to, maintain in confidence and not disclose exercise of the other partyRecipient’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”)rights under this Agreement. Each party hereto Recipient shall use the same degree of carecare regarding Disclosing Party’s Proprietary Information as it uses in protecting and preserving its own proprietary/confidential information of like kind to avoid disclosure or dissemination thereof, but no less than a reasonable degree of care, to protect the other party’s Confidential . Information as it uses to protect its own Confidential Information of like nature. Unless which is disclosed orally or otherwise authorized than in any other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party tangible form shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential considered Proprietary Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrateif: (ia) was publicly known the information is identified as confidential at the time of disclosure and a written summary is provided to itthe Recipient within twenty (20) days thereafter, or has become (b) the information is identified as confidential in writing and provided to the Recipient prior to or at the time of disclosure by the Disclosing Party. [To be modified in final agreement to allow Vaxin to disclose to manufacturer and vice versa without breaching this Agreement.] 5.2 This confidentiality obligation shall not apply to information if the information: (a) is publicly known or which the Recipient has documentary records which establish such information was known to it (other than by a breach of a confidentiality obligation with respect thereto) prior to this disclosure by the Disclosing Party; (b) subsequently becomes publicly known and/or published through no act fault of the Receiving Party or its Representatives in breach of this Section 4.01Recipient; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, is independently developed without use or upon expiration or termination of this Agreement with respect reference to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s optionProprietary Information; (d) is required by operation of law to be disclosed; or (e) is or was brought to the Recipient’s attention by a third party who has a legal right to do so. 5.3 Notwithstanding Sections 5.1 and 6.2, all Confidential Information. If such Confidential the Recipient may disclose Proprietary Information is destroyed, an authorized officer of the Receiving other Party shall certify to the extent (a) required by law, rule, regulation or court order; and (b) as necessary in connection with obtaining regulatory approval of products; and such destruction disclosure is made to the extent required for such purpose and that the Recipient makes reasonable efforts to obtain confidential treatment of such disclosure where available. [To be modified in writingfinal form to allow disclosures between Vaxin and its manufacturer.]

Confidentiality. 8.1 The parties acknowledge that either party may disclose (aorally or in writing) During to the term other confidential and proprietary information relating to the Products or each party's business (together with the terms of this Agreement relating to product mix, pricing, volume, payments, and thereafterproduct specifications, the parties hereto shall, and shall instruct 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 agrees that it will keep 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 other agreement between the parties, any party receiving any Confidential Information of the other party (disclosed to it in confidence by using at least the “Receiving Party”) may same degree of care to prevent unauthorized disclosure or use thereof as such party uses to protect its own confidential information of like nature, and that it will not use for its own benefit or disclose, directly or indirectly, any item of Confidential Information only for to any person, without the purposes prior written consent of fulfilling its obligations under this Agreement the disclosing party, except (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information i) only to its Representatives those of the recipient’s affiliates, employees or advisors who have a need to know such information the same in the performance of their duties for the Permitted Purpose recipient in connection with this Agreement; or (ii) to comply with any law, rule, regulation, or legal or regulatory process (including without limitation in connection with any Securities and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by Exchange Commission (“SEC”) or stock exchange review process or filing requirements) applicable to such Personsparty; provided, however, that such party shall use reasonable best efforts to obtain confidential treatment from the SEC or any Receiving Party may disclose other court or governmental authority with respect to the disclosure of such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Information. Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at Buyer may disclose to each of its field services contractors certain information related to scheduling, product mix and forecasts solely relating to individual shipments so long as such contractor agrees to keep such information confidential in the time manner described above and not use such information for its own benefit, it being understood that Buyer shall be liable to Smart Sand for any breach by any of Buyer’s contractors of such confidentiality obligations, and (ii) Smart Sand may, in its sole discretion, issue a press release upon entering into this Agreement, provided that such press release shall not contain any pricing or volume information contained herein. 8.2 The parties’ non-use and non-disclosure restrictions hereunder shall continue with respect to itany item of Confidential Information until the earlier of the expiration of two (2) years following the termination of this Agreement for any reason, or until such item: (a) is or has become publicly known through no act of the Receiving Party available; or its Representatives in breach of this Section 4.01; (iib) was rightfully received from a third party without a duty of confidentiality; (iii) was lawfully in the possession of of, or known by, the Receiving Party without restriction in relation recipient that was not under an obligation to disclosure before the date of receipt from the Disclosing Party keep it confidential; or (ivc) was has been disclosed to the recipient by an unrelated third party, without an obligation to keep it confidential; or (d) has been independently developed by it independently the recipient without any reliance on regard to the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. (a) During Seller and the term Shareholder, on the one hand, and Buyer on the other hand, shall maintain the confidentiality of this Agreement all confidential information furnished to it or him by the other concerning the other's business, assets and thereafter, the parties hereto shallfinancial condition, and shall instruct their respective Representatives to, maintain in confidence and not disclose the other party’s financial, technical, sales, marketing, development, personnel, and other information, recordssuch information to others, 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 (use any such informationinformation for any purpose, “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 except in any other agreement between the parties, any party receiving any Confidential Information furtherance of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under transactions contemplated by this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know and except as such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall may be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed under applicable law or in connection with litigation arising out of this Agreement), unless and until such information is or becomes in the public domain by a Governmental Orderreason other than disclosure by it or him. In the event the transactions contemplated herein are not consummated, (i) PARENT and its principals, shareholders, officers, employees, agents or representatives shall not disclose to any third party or use in which case any manner whatsoever any of the Receiving Party confidential information disclosed to them by Seller, its shareholders, officers, employees, agents or representatives in connection with the negotiations for this transaction, and (ii) Seller and its principals, shareholders, officers, employees, agents or representatives shall promptly notifynot disclose to any third party or use in any manner whatsoever any of the confidential information disclosed to them by PARENT, its shareholders, officers, employees, agents or representatives in connection with the negotiations for this transaction. This confidential information shall extend, but not be necessarily limited, to the extent possiblesales techniques, the disclosing party (the “Disclosing Party”)vendors, independent contractors, employees, and take reasonable steps customer lists disclosed by one party to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such other. Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” information as used herein shall not include any information that the Receiving Party can demonstrate: which (i) was publicly known at in the time of public domain prior to receipt thereof in the same context as the disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01so made; (ii) the receiving party can show it was rightfully received from a third party without a duty of confidentialityin possession thereof in the same context prior to receipt; (iii) was in subsequently becomes known to the possession receiving party by third parties as a matter of the Receiving Party right and without restriction in relation to disclosure before the date of receipt from the Disclosing Party on disclosure; or (iv) was developed by it independently without any reliance on subsequently comes into the Confidential Information. (c) Upon demand public domain in the same context as the disclosure by the Disclosing Party at any timedisclosing party through no fault of the receiving party. In the event this Agreement is terminated, upon the written request, the shareholders, officers, employees, agents or upon expiration representatives of the respective parties hereto shall return or destroy the confidential information previously disclosed to them by the disclosing party. This provision shall survive the termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingAgreement.

Confidentiality. (a) During the term of this Agreement and thereafter, the parties hereto shall, and shall instruct 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, 8 1 Subject 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 8, neither Party shall, during the Term and for a period of [*] years thereafter, disclose the Receiving Party shall be liable other Party’s Confidential Information to any third party, nor use the other Party’s Confidential Information for any purpose other than for the purpose of performance of this Agreement 8 2 No Party will be in breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such obligation under Section 8 1 in disclosing the Confidential Information to the extent such that the Confidential Information Information (i) is known to the Party making the disclosure before its receipt from the other Party, and not already subject to any obligation of confidentiality to the other Party, (ii) is or becomes publicly known without any breach of this Agreement or any other undertaking to keep it confidential, (iii) has been obtained by the Party making the disclosure from a third party in circumstances where the Party making the disclosure has no reason to believe that there has been a breach of an obligation of confidentiality owed to the other Party, (iv) has been independently developed by the Party making the disclosure, (v) is disclosed pursuant to, and solely to the extent required to be disclosed by a Governmental Orderto comply with, in which case the Receiving requirement of any law or regulation or applicable listing rules or the order of any court of competent jurisdiction or any relevant governmental or stock exchange authority, provided the Party shall promptly notifyrequired to make the disclosure provides the other Party with prior written notice of such requirement and the information required to be disclosed, takes reasonable actions to avoid or minimize the extent of such disclosure, and, to the extent possiblereasonably practicable, seeks protective and confidential treatment of the disclosing party information to be disclosed, (vi) is disclosed on a confidential and need-to-know basis (on terms at least as protective as those set forth herein) to the “Disclosing Party”)investigators, directors, officers, employees, Affiliates, permitted subcontractors, financial advisors, and take reasonable steps attorneys of a Party, or (vii) is approved for release in writing by an authorized representative of the other Party [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to assist in contesting such Governmental Order or in protecting Rule 406 of the Disclosing Party’s rights prior Securities Act of 1933, as amended. 8 3 The Parties understand and acknowledge that Institution may possess certain information that are classified as state secrets of the PRC Institution hereby covenants that it may not and shall not disclose to disclosure, and in which case the Receiving Party shall only disclose such GSK any Confidential Information that it is advised by its counsel in writing that it is legally bound violation of the PRC laws and rules on the protection of state secrets Institution shall indemnify GSK for any losses or penalties suffered due to disclose under such Governmental Order.Institution’s breach of the foregoing sentence (b) Notwithstanding 8 4 Neither Institution nor GSK will use the foregoingname, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to ittrade-name, or has become publicly known through no act logo of the Receiving other Party or its Representatives Affiliates in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any timepress release, publication, or upon expiration product advertising, or termination for any other promotional purpose, nor disclose the existence or terms of this Agreement with respect to any Service, without first obtaining the Receiving Party agrees promptly to return or destroy, at the Disclosing written consent of that Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. 19.1 The Parties hereby agree that if a Party or any of its Affiliates (athe “Disclosing Party”) During provides (or, prior to the term of this Agreement and thereafter, the parties hereto shall, and shall instruct their respective Representatives to, maintain in confidence and not disclose execution hereof; has provided) confidential or proprietary information (“Proprietary Information”) to 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 Party 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 other agreement between the parties, any party receiving any Confidential Information of the other party Affiliates (the “Receiving Party”) may use Confidential ), such Proprietary Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 shall be held in strict confidence, and the Receiving Party shall afford such Proprietary Information not less than the same care and protection as it affords generally to its own confidential and proprietary information (which in any case shall be liable for not less than reasonable care) in order to avoid disclosure to or unauthorized use by any breach third party. The Parties acknowledge and agree that this Agreement, including all of these confidentiality provisions its terms, conditions, Schedules and attachments and all amendments and drafts thereof, constitutes Proprietary Information. All information disclosed by such Persons; provided, however, that any a Disclosing Party to a Receiving Party may disclose such Confidential Information in connection with or pursuant to this Agreement, including prior to the extent date hereof, shall be deemed to be Proprietary Information. All Proprietary Information, unless otherwise specified in writing, shall be used by the Receiving Party only for the intended purpose, and such Confidential written Proprietary Information, including all copies thereof, shall be returned to the Disclosing Party or destroyed after the Receiving Party’s need for it has expired or upon the request of the Disclosing Party. 19.2 The provisions of Section 19.1 shall not apply to any Proprietary Information which (i) becomes publicly available other than through the Receiving Party; (ii) is required to be disclosed by a Governmental Ordergovernmental or judicial law, order, rule or regulation; (iii) is independently developed by Receiving Party; or (iv) becomes relevant to the settlement of any dispute or enforcement of either Party’s rights under this Agreement in which case accordance with the provisions of this Agreement. If any Proprietary Information is required to be disclosed pursuant to proviso (ii) hereof, the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from inform the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to requirements of such destruction in writingdisclosure.

Confidentiality. All documents and other information provided to a party by the other party pursuant to this Agreement, including any information concerning prices, quantities purchased by any customer, data or other terms and conditions, shall be held by the receiving party in strict confidence and not disclosed either directly or indirectly to any third party and shall only be used for purposes of fulfilling the receiving party’s obligations under this Agreement. Both parties acknowledges that money damages alone may not be a sufficient remedy for any violation by it of the terms of this Agreement addressing use or disclosure of confidential information of the disclosing party and that the disclosing party may be entitled (ain addition to any other remedies which may be available to it at law or in equity) During to specific performance and injunctive relief as remedies for any such violation. Each party shall keep the term terms and conditions of this Agreement and thereafterany amendments or addenda thereto confidential. Notwithstanding anything to the contrary in this Agreement, the parties hereto shallreceiving party shall have no liability to the disclosing party for the use or disclosure of such information as the receiving party can establish by written documentation to: (a) have been publicly known prior to disclosure by the disclosing party of such information to the receiving party; (b) have become publicly known without fault on the part of the receiving party, subsequent to disclosure to the receiving party; (c) have been received by the receiving party at any time from a source, other than the disclosing party, lawfully having possession of and shall instruct their respective Representatives to, maintain in confidence and not the right to 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”); (d) have been otherwise known by the receiving party prior to disclosure by the disclosing party to the receiving party of such information; or (e) have been independently developed by the receiving party without use of such information. Each A party hereto shall use the same degree of care, but no less than reasonable care, to protect the other party’s receiving Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only if required to its Representatives who have do so by a need court (or other tribunal of competent jurisdiction), any governmental body or as required under any applicable laws, rules or regulations provided that (i) the party required to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information provides prompt notice of such pending disclosure to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (so that the “Disclosing Party”)disclosing party can seek a protective order, and take reasonable steps (ii) the party required to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound shall exercise reasonable efforts to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information ensure that the Receiving Party can demonstrate: (i) was publicly known at information is accorded confidential treatment by the time of disclosure to it, court or has become publicly known through no act of the Receiving Party or its Representatives in breach other tribunal. The provisions of this Section 4.01; shall survive for a period of two (ii2) was rightfully received from a third party without a duty of confidentiality; (iii) was in years following the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingAgreement.

Confidentiality. All Confidential Information provided or disclosed by the Disclosing Party to the Receiving Party under or in connection with this Agreement will remain the property of the Disclosing Party and will be treated by the Receiving Party as confidential. A Receiving Party will not (aexcept in the proper course of its or his duties) During use or disclose to any third party (and will use its best endeavours to prevent the term publication or disclosure of) any Confidential Information. This restriction does not apply to any use or disclosure authorised by the Disclosing Party or required by any Applicable Law or any information which is already in, or comes into, the public domain otherwise than through the Receiving Party's unauthorised disclosure. Anti Bribery Each party will: comply with Anti Bribery Law; not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act if such activity, practice or conduct had been carried out in the UK; have and will maintain in place, its own policies and procedures, including Adequate Procedures, to ensure compliance with Anti Bribery Law and paragraph 6, and will enforce them where appropriate; and procure and ensure that all of its Associated Persons comply with this paragraph 6. The Company will comply with Aston’s Policies and Regulations relating to anti-bribery and anti-corruption. If either party of Aston or the Company breaches paragraph 6 then, without prejudice to any other rights or remedies, the other party may immediately terminate this Agreement on written notice to the party in breach. Modern Slavery The parties will comply with the Modern Slavery Act 2015 and all associated regulations. The parties agree not to engage in any practice or conduct which would constitute an offence under the Modern Slavery Act 2015. Breach of this Agreement paragraph 8 will be deemed a material breach of this Agreement. Freedom of Information The Company acknowledges that Aston is subject to the requirements of the FOIA and thereafter, the parties hereto shallEIR, and shall instruct their respective Representatives to, maintain in confidence The Company will assist and not disclose the other co-operate with Aston (on request and at each party’s financialown expense) to enable Aston to comply with the information disclosure requirements imposed on it by the FOIA and/or the EIR as the case may be. Data Protection26 Schedule 2 will apply to this Agreement in respect of compliance with Data Protection Laws. Publicity and Announcements Prior to publication each of Aston and the Company will jointly approve in writing the form, technical, sales, marketing, development, personnel, manner and release of any public announcements or press release in any form and any marketing or other information, recordspublicity materials or releases relating to this Agreement. Limitation of Liability Neither party limits its liability for: death or personal injury caused by its negligence, or datathat of its employees, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications agents or sub-contractors; or fraud by it or its employees; or breach of any obligation as to title implied by statute; or any other proprietary act or confidential informationomission, however recorded or preservedliability for which may not be limited under Applicable Law. Subject to paragraph 11.1: neither party will be liable to the other for Economic Loss; and the total aggregate liability of each party to the other for any Loss under this Agreement will not exceed an amount equal to the value of the Agreement. Force Majeure Neither party will be liable to the other to the extent that it is unable to perform its obligations by reason of Force Majeure provided the party so unable to perform promptly notifies the other of the Force Majeure and its causes. If a Force Majeure continues for more than 3 months, whether written or oral (any a party in receipt of a notice pursuant to paragraph 12.1 may terminate this Agreement by giving 30 days’ notice to the other. The party serving such information, “Confidential Information”). Each party hereto shall use notice to terminate may withdraw the same degree of care, but no less than reasonable care, to protect if the other party’s Confidential Information as it uses to protect its own Confidential Information of like natureForce Majeure ceases during the 30 day notice period. Unless otherwise authorized in any other agreement between the partiesIn calculating whether a Force Majeure has continued for 6 months, any period or periods totalling 1 month or less during the 6 month period during which the party receiving any Confidential Information of serving the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling notice under paragraph 12.1 was able to fulfil its obligations under this Agreement (will be ignored. Prevent The Company and Student acknowledge that Aston is subject to the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised requirements of the terms of this Section 4.01 Prevent and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; providedCompany and Student (acting reasonably) will assist and cooperate, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent wherever possible, the disclosing party (the “Disclosing Party”), and take reasonable steps with Aston to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior enable Aston to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by comply with its counsel in writing that it is legally bound to disclose obligations under such Governmental OrderPrevent. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. (a) During the term of this Agreement Each Agent and thereafter, the parties hereto shall, Lender shall (i) keep confidential (and shall instruct their respective Representatives tocause its directors, maintain in confidence and officers, employees, representatives, agents or auditors (collectively, “Representatives”) to keep confidential) all information that such Lender receives from or on behalf of the Loan Parties other than information that is identified by any of the Loan Parties or the Borrowers’ Agent as being non-confidential information (all such information that is 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, so identified being “Confidential Information”). Each party hereto ; provided that, nothing in this Section 11.17 shall use the same degree of careprevent any Agent or any Lender from (A) disclosing, but no less than reasonable care, subject 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms and requirements of this Section 4.01 11.17, such information to a Subsidiary or an Affiliate or its Representatives, (B) disclosing Confidential Information in connection with the exercise of any remedy hereunder, or (C) using Confidential Information solely for purposes of evaluating and administering the Loans and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; providedLoan Documents, howeverand (ii) subject to Section 11.17(d), that any Receiving Party may not disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by Representatives of its counsel in writing that it is legally bound to disclose under such Governmental OrderTrading Business. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives anything in breach of this Section 4.01; 11.17 to the contrary, any Confidential Information may be disclosed by any Lender (iithe affected Lender being, the “Disclosing Party”) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from if the Disclosing Party is compelled by judicial process or (iv) was developed is required by it independently Law or regulation or is requested to do so by any examiner or any other regulatory authority or recognized self-regulatory organization including, without any reliance on limitation, the Confidential InformationNew York Stock Exchange, the Federal Reserve Board, the New York State Banking Department and the Securities & Exchange Commission, in each case having or asserting jurisdiction over the Disclosing Party. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination The obligations of each Agent and Lender and its Representatives under this Agreement Section 11.17 with respect to Confidential Information shall not apply to any ServiceConfidential Information which, as of the date of disclosure by such Agent or Lender or its Representatives is in the public domain or subsequently comes into the public domain other than as a result of a breach of the obligations of any Agent or Lender or its Representatives hereunder, or any information that was or becomes available to such Agent or Lender or its Representatives from a person or source that is not, to the knowledge of such Agent or Lender or its Representatives, bound by a confidentiality agreement with the Loan Parties or otherwise prohibited from transferring such information to such Agent or Lender or its Representatives, or any information which was or becomes available to such Agent or Lender or its Representatives without any obligation of confidentiality prior to its disclosure by or on behalf of the Loan Parties. (d) Notwithstanding anything herein to the contrary, each Lender may disclose Confidential Information to those Representatives of its Trading Business, solely to the extent (i) such disclosure is (A) advisable, in the good faith discretion of such Lender, to assist such Lender in protecting and enforcing its rights under the Loan Documents and other credit facilities with which such Lender or any of its Subsidiaries or Affiliates has with the Borrowers (or their Subsidiaries or Affiliates) and (B) relevant to such assistance, (ii) such Representatives have been advised of, and agree to, the Receiving Party agrees promptly confidential nature, and restrictions on use, of such Confidential Information and need to return or destroyknow same in connection with providing such assistance, at the Disclosing Party’s option, all Confidential Information. If and (iii) such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction not used for any purpose other than that set forth in writingthis Section 11.17.

Confidentiality. (a) During the term of this Agreement and thereafter, the parties Parties hereto shall, and shall instruct their respective Representatives representatives to, maintain in confidence and not disclose the other partyParty’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 Party hereto shall use the same degree of care, but no less than reasonable care, to protect the other partyParty’s Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the partiesParties, any party Party receiving any Confidential Information of the other party Party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 ‎4.1 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Orderlaw, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order disclosure requirement or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) disclose. Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (ia) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives representatives in breach of this Section 4.01; ‎4.1, (iib) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party , or (ivc) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. (a) During After the term of this Agreement Effective Date, Seller and thereafter, the parties hereto shallNCI and its Subsidiaries will, and shall instruct cause its current executive officers to, treat and hold as such, and will not use for the benefit of themselves or others, any proprietary or other confidential information ("Confidential Information") concerning the operations or affairs of the Business. Confidential Information shall not include information which (i) is or becomes publicly known through no breach of the Seller's or NCI's obligations hereunder (ii) is in the public domain through no fault of Seller or NCI or any of their respective Representatives to, maintain in confidence and not disclose Affiliates; or (iii) is later lawfully acquired from other sources without 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 breach 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order Seller or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental OrderNCI. (b) Notwithstanding After the foregoingEffective Date, “Buyer will, and shall cause its current executive officers to, treat and hold as such, and will not use for the benefit of themselves or others, any Confidential Information” shall not include any information that Information concerning the Receiving Party can demonstrate: (i) was publicly known at the time operations or affairs of disclosure to it, NCI or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential InformationNCI's Subsidiaries. (c) Upon In the event a party or any of its Affiliates is requested or required (by oral request or written request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand by or similar process) to disclose any Confidential Information, then such party will notify the Disclosing Party at other(s) promptly in writing of the request or requirement so that the other(s) may seek an appropriate protective order or waive compliance with this Section 6.14. If, in the absence of a protective order or receipt of a waiver hereunder, a party is, on the advice of counsel, compelled to disclose any timeConfidential Information concerning the operations or affairs of its business to any governmental entity, then such party may disclose such proprietary or upon expiration or termination other confidential information to such governmental entity, provided that the disclosing party informs the other(s) of the requirement to disclose such information. The provisions of this Agreement Section 6.14 will not be deemed to prohibit the use of confidential information concerning the operations or affairs of any party to the extent reasonably required to prepare any required Tax Returns or financial statements or in connection with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer routine governmental audits of the Receiving Party shall certify to such destruction in writingcorporate overhead expenses.

Confidentiality. (a) During the term of this Agreement and thereafter, the parties hereto shall, and shall instruct 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 (a “Recipient”) agrees that any information concerning 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 other agreement between the parties, any party receiving any Confidential Information business or affairs of the other party (the a “Receiving Disclosing Party”) or its directors, officers, agents, employees, clients, patients and physicians, as applicable, about which the other party becomes aware of in the course of the Supplier supplying the Services (“Confidential Information”) shall: be treated as confidential by the Recipient; not be disclosed by the Recipient to any third party or to its own personnel, representatives or subcontractors except as may use Confidential Information only be required in order for the purposes of fulfilling Recipient to meet its obligations under this Agreement, and provided that any such third party, personnel, representatives or subcontractors are bound to restrictions substantially similar to those set out in this 6 (Confidentiality and Privacy); and not be used for any purpose other than that contemplated by this Agreement (and for the “Permitted Purpose”)benefit of the other party. Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know The parties agree that any combination of information which includes such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable treated as confidential even if individual parts thereof are not confidential. The Recipient shall use all reasonable efforts to prevent the unauthorized access, use or disclosure of Confidential Information, using a standard of care no less than the degree of care that the Recipient would be reasonably expected to employ for its own confidential information. If a Recipient is required by any breach applicable law to make disclosure of these confidentiality provisions by such Persons; providedany Confidential Information, however, that any Receiving it shall consult with the Disclosing Party may disclose such Confidential Information in advance to the extent reasonably practicable as to the contents and timing of such disclosure in order for the Disclosing Party to have the opportunity to prevent the disclosure of its Confidential Information or to obtain a protective order or other remedy. If such protective order or other remedy is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possiblenot obtained, the disclosing party (Recipient shall produce only that portion of the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing ordered to disclose. In the event that it any Confidential Information is legally bound disclosed pursuant to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” it shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to itlose its confidential status through such disclosure. If a Recipient becomes aware of, or reasonably suspects, that any Confidential Information has become publicly known through no act of the Receiving Party been subject to loss, theft, or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from unauthorized use or disclosure, it shall promptly notify the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Informationand provide reasonable cooperation in investigating, remedying and resolving that incident. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. (ai) During If the term transactions hereunder are not consummated, the Purchaser and its Affiliates shall keep confidential all information regarding the Business which is or has been furnished to the Purchaser or its directors, officers, employees, representatives, advisors or Affiliates by or on behalf of the Sellers and (ii) whether or not the transactions hereunder are consummated, the Sellers shall keep confidential all information regarding the Purchaser's business which is or has been furnished to the Sellers, or any of their shareholders, partners, directors, officers, employees, representatives, advisers or Affiliates by or on behalf of the Purchaser. In the event the transactions contemplated by this Agreement and thereafterare not consummated, the parties hereto shall, Parties shall return (or certify the destruction of) all materials in their possession containing confidential information belonging to another party and shall instruct 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 use 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised any purpose whatsoever. The foregoing notwithstanding, none of the terms provisions in this Section 6.3 shall apply to any information which (x) is already in a party's possession (provided that such information is not subject to another confidentiality agreement with or other legal or fiduciary obligation of secrecy to the party to which the information relates (such agreements and obligations being referred to as "Confidentiality Obligations")); (y) becomes generally available to the public other than as a result of any breach of this Section 4.01 and 6.3 or a Confidentiality Obligation; or (z) becomes available to a party on a non-confidential basis from a source other than the Receiving Party shall be liable for any breach of these confidentiality provisions party to which the information relates (provided that such source is not bound by such Persons; provideda Confidentiality Obligation with, howeveror other legal or fiduciary obligation of, that any Receiving Party may disclose such Confidential Information secrecy to the extent such Confidential Information is required party to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”information relates), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding In the foregoingevent any party hereto is required to disclose any confidential information pursuant to applicable Law, “Confidential Information” such party shall not promptly notify each other party in writing, which notification shall include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act nature of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in legal requirement and the possession extent of the Receiving Party without restriction in relation required disclosure, and shall cooperate with each other party to disclosure before preserve the date confidentiality of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Informationsuch information consistent with applicable Law. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. Section 8.1. Writing Producer and MetLife (a) During the term of this Agreement and thereafter, the parties hereto shall, and shall instruct their respective Representatives toaffiliates, maintain in confidence and not disclose directors, officers, employees, agents or advisors (collectively, “Representatives”)) may provide the other party’s financialwith information about their respective business, technicalbusiness plans, salesproducts, marketingpremium rates, development, personnelrating disks, and other informationmatters (whether orally, recordsin writing, or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications on an electronic or any other proprietary or medium) which information the providing company considers confidential information, however recorded or preserved, whether written or oral (any such information, together with any notes, memoranda, computer records or other material prepared by the receiving party or its Representatives, which contain or reflect such information, is referred to herein as “Confidential Information”). Section 8.2. Each party hereto shall use the same degree of care, but no less than reasonable care, You and MetLife each agree 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 other agreement between the parties, any party receiving any keep confidential all Confidential Information of the other other. Without limiting the generality of the foregoing, neither party (the “Receiving Party”) may use will disclose any Confidential Information only for to any third party without the purposes prior written consent of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party other party; provided, however, that each party may disclose such Confidential Information only Information (a) to those of its Representatives who have a need to know the Confidential Information in the ordinary course of business and who are informed of the confidential nature of the Confidential Information and agree to keep such information for confidential; and (b) as and to the Permitted Purpose and who have been advised extent required by applicable law or regulation or by legal process or requested by an insurance regulatory or administrative body. However, in the event that clause (b) of the terms preceding sentence is applicable, the party required or requested to disclose Confidential Information shall give prompt written notice thereof to the other party and shall reasonably cooperate in the other party’s efforts to obtain an appropriate remedy to prevent or limit such disclosure. It is understood by MetLife and Writing Producer that this Section 8.2 shall not prevent You from preparing proposals and quoting MetLife premium rates in the ordinary course of business, pursuant to Section 1.2 of this Agreement. Section 4.01 8.3. Promptly upon the termination of this Agreement or the request of the providing party, the receiving party shall return to the providing party all Confidential Information furnished by the providing party or its Representatives. Neither the receiving party nor any of its Representatives shall make any copies in any form of any documents containing Confidential Information of the providing party without the prior written consent of an officer of the providing party, except such copies as need to be made in the ordinary course of business by MetLife or Writing Producer to fulfill their respective obligations under this Agreement. Section 8.4. MetLife and Writing Producer agree that: (a) money damages may not be a sufficient remedy for breach of Article VIII hereof; (b) the Receiving Party party aggrieved by any such breach may be entitled to specific performance and injunctive and other equitable relief with respect to such breach; (c) such remedies will not be deemed to be the exclusive remedies for any such breach but will be in addition to all other remedies available at law or in equity; and (d) in the event of litigation relating to this Article VIII, if a court of competent jurisdiction determines in a final non-appealable order that either MetLife or You or any of their respective Representatives has breached this Article VIII, then the party that is found (or whose Representative is found) to have committed such breach shall be liable for any breach of these confidentiality provisions reasonable legal fees incurred by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing aggrieved party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives affiliates in breach of this Section 4.01; (ii) was rightfully received from a third party connection with such litigation including, without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without limitation, any reliance on the Confidential Informationappeals. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. (a) During the term of this Agreement and thereafter, the parties hereto shall, and shall instruct their respective Representatives to, maintain Each party agrees that it will keep in confidence and not disclose prevent the other party’s financialacquisition, technicaldisclosure, salesuse or misappropriation by any person or persons all types of and/or quantities of components, marketingtypes of systems, new product development, personnel, and other technical information, records, or data, includingformulas, without limitationpatterns, compilations, programs, devices, methods, techniques, marketing plans, business procedures, customer lists, and supplier lists, trade secretsagreements with any suppliers, designssupplements, product formulationstechniques or know-how, product specifications processes 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 intellectual proprietary information which is received from the other party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party Agreement, provided; however, that neither party shall be liable for disclosure of any data if the same is disclosed with the prior written approval of the other party. Each party agrees that if it breaches the non-disclosure agreement, the owner of the confidential or proprietary information shall suffer irreparable injury and be entitled immediately to a temporary and permanent injunction, in addition to the other remedies for breach of these the entire agreement. This non-disclosure agreement shall survive the termination or expiration of the entire agreement. Both parties shall be entitled to attorneys' fees for enforcement of this section. The foregoing confidentiality provisions obligation shall not apply to information which the recipient can demonstrate by such Personswritten evidence was (i) lawfully in its possession prior to its first receipt from the deliverer (ii) is or becomes publicly available without breach of this Agreement by the party receiving the Confidential Information; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information (iii) is required to be disclosed released for disclosure by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party with its written consent; (iv) is known by the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights receiving party prior to the disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (iiv) was rightfully is rightly received by the receiving party from a third party without confidential limitations; (vi) is hereafter disclosed to a duty third party without restriction on disclosure, which at the date hereof or hereafter becomes available in the public domain without breach by the recipient of confidentialitythis Agreement or any unlawful act. Each party (i) agrees not to disclose Confidential Information given to it by the other party to any person, real or legal, except as necessary for the other party to perform its obligation under this Agreement; (ii) shall require its employees having access to Confidential Information and any third party to whom disclosure of Confidential Information is necessary to sign a confidentiality agreement containing provisions similar to this Agreement; (iii) was shall exercise the same degree of care to safeguard the confidentiality of such Confidential Information as it would exercise in protecting the confidentiality of similar property of its own (but in no event less than is standard in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or industry); and (iv) was developed by it independently without agrees to use its diligent efforts to prevent inadvertent or unauthorized disclosure, publication or dissemination of any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Each party shall notify the other of any actual or suspected unauthorized use or disclosure of Confidential Information is destroyedor infringement of any of Supplier's proprietary rights of which such party has knowledge and will reasonably cooperate with the other party in the investigation and prosecution of such unauthorized use, an authorized officer of the Receiving Party shall certify to such destruction in writingdisclosure or infringement.

Confidentiality. Each party hereby agrees to maintain the confidentiality of all Confidential Information (adefined below) During the term of this Agreement and thereafter, the parties hereto shall, and shall instruct their respective Representatives to, maintain in confidence and not disclose provided to it by the other party’s financial, technical, sales, marketing, development, personnel, party and to return any materials 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 other agreement between the parties, any party receiving any information containing Confidential Information of the other party (in the “Receiving Party”) may use event that the Closing is not consummated. "Confidential Information" does not include information disclosed by Fern in its filings with the SEC. For the purposes hereof, "Confidential Information" shall mean any and all proprietary information and documents provided by the disclosing party to the receiving party, either directly or 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 only for shall not include information that (i) at the purposes time of fulfilling its obligations under this Agreement 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 known to the receiving 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, or on the receiving party's behalf, without any use of Confidential Information. Notwithstanding the foregoing, in the event that disclosure of Confidential Information by a receiving party is made to comply with any request or inquiry of or by any governmental or regulatory authority (any of the foregoing, a “Permitted Purpose”Governmental Requirement"), it is agreed that prior to any such disclosure of such Confidential Information, the receiving party will, unless such action would violate or conflict with applicable law, provide the disclosing party with prompt notice of such Governmental Requirement and the Confidential Information so required to be disclosed, so that the disclosing party may seek an appropriate protective order and/or waive compliance with the provisions hereof. Any Receiving Party It is further agreed that if, in the absence of a protective order or in the absence of receipt of a waiver hereunder, the 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 only as required pursuant to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such PersonsGovernmental Requirement without liability hereunder; provided, however, the receiving party will furnish only that any Receiving Party may disclose such portion of the Confidential Information which the receiving party, in the opinion of the receiving party's counsel, is legally compelled to disclose pursuant to the extent such Confidential Information is required Governmental Requirement and will exercise reasonable efforts to cooperate with the disclosing party, at the disclosing party's expense, with the disclosing party's efforts to obtain an order or other reliable assurance that confidential treatment will be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, accorded to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “disclosed Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time . The obligation of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of confidentiality under this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in shall survive the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingLOI.

Confidentiality. (a) During The parties agree to keep this Agreement confidential, and neither party shall disclose the term financial or other terms or conditions of this Agreement and thereafter, to any third party without the parties hereto shall, and shall instruct their respective Representatives to, maintain in confidence and not disclose prior consent of 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information which is clearly marked as “Confidential” or identified in writing to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing receiving party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known as confidential at the time of disclosure shall be kept confidential by the receiving party. However, Severalnines may disclose Confidential Information to itemployees or contractors with a need to know or who have access to Severalnines’ internal web-based systems and tools. Customer acknowledges that Severalnines will store Confidential Information from Customer on Severalnines’ own servers and systems, or has become publicly known through no act of the Receiving Party or its Representatives which may be located in breach multiple nations. The provisions of this Section 4.01shall survive for one (1) year after expiration or termination of the Agreement. The non-disclosure obligations of the first paragraph of this present article shall not apply if the information shall have: (i) first become generally known and published through no fault of the receiving party; (ii) was rightfully received been learned by the receiving party from a third party without a duty of confidentialitywho is not known by the receiving party to be bound by confidentiality restrictions; (iii) was in been already known to the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party receiving party; or (iv) was been developed by it independently without any reliance on or for the receiving party, independent of activities under this Agreement. All Confidential Information. Information shall remain the property of the disclosing party and shall be returned (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroyor, at the Disclosing Partydisclosing party’s option, all Confidential Informationdestroyed) within ten (10) business days upon written request. If such However, the parties acknowledge that copies of Confidential Information deleted from a receiving party’s systems may remain in a backup file until such system is destroyed, an authorized officer overwritten. Except to the extent of the Receiving Party shall certify copyright license that applies to such destruction changes in writingSupported Software described in Article 5, no rights or licenses to trademarks, inventions, copyrights or patents are implied or granted under this Agreement. The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that each party may, without waiving any other rights or remedies, seek injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond.

Confidentiality. (a) During the term Any information in whatever form or mode of this Agreement and thereaftertransmission, the parties hereto shall, and shall instruct 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information which is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”)) to the other Party (the “Recipient”) in course of this Memorandum which has been marked as “confidential” or when disclosed orally, and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known has been identified as confidential at the time of disclosure and has been confirmed and designated in writing within fifteen (15) calendar days at latest as confidential information by the Disclosing Party, is “Confidential information”. • The Recipient hereby undertakes, for a period of three (3) years after termination of this Memorandum: - Not to ituse Confidential Information other than for the purpose for which it was disclosed; - Not to disclose Confidential Information to any third party without the prior written consent by the Disclosing Party; - To ensure that internal distribution of Confidential Information takes place on a strict need-to- know basis; and - To return to the Disclosing Party on demand all Confidential Information which has been supplied to the Recipient including all copies thereof and to delete all information stored in machine readable form. If needed for the recording of ongoing obligations, or the Recipient may, however, request to keep a copy for archival purposes only. • The Recipient shall be responsible for the fulfilment of the above obligations on the part of their employees and shall ensure that their employees remain so obliged, as far as legally possible, during and after the end of this Memorandum and/or after the termination of employment. • The above shall not apply to Confidential Information if and in so far as the Recipient can prove: - The information has become publicly known through no act available by means other than a breach of the Receiving Party or its Representatives in breach Recipient´s confidentiality obligations; - The information is communicated to the Recipient without any obligation of this Section 4.01; (ii) was rightfully received from confidentiality by a third party without a duty who is in lawful possession thereof and under no obligation of confidentialityconfidentiality to the Disclosing Party; (iii) - The information is developed by the Recipient independently of any such disclosure by the Disclosing Party; or was in already known to the possession of the Receiving Party without restriction in relation Recipient prior to disclosure before the date of receipt from disclosure. - The information is required by law to be disclosed, provided that Recipient shall, where possible, advise the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by in advance of such disclosure as to allow the Disclosing Party at any time, or upon expiration or termination an opportunity to challenge such disclosure. • The Recipient shall apply the same degree of care with regard to the Confidential Information disclosed within the scope of this Agreement Memorandum as with respect to any Serviceits own confidential and/or proprietary information, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingbut no case less than reasonable care.

Confidentiality. The terms and provisions of Sections 1, 3, 4, 5, 7 and 9 of the Confidentiality Agreement, dated December 17, 2013, by and between Guarantor and GSO Capital Partners LP (the “Confidentiality Agreement”) shall apply herein, mutatis mutandis, as if set out in this Agreement in full and as if each reference therein to “GSO”, “we” or “us” were a reference to Lenders party to this Agreement on the Closing Date (each an “Original Lender”) and any Affiliate of an Original Lender that becomes a Lender after the Closing Date, and such Lenders shall have the same obligations with respect to Information (as defined therein) herein as therein, except that the term provided for under Section 7 of the Confidentiality Agreement is, for purposes of this Section 8.12, hereby extended until the first anniversary of the Closing Date. For the avoidance of doubt, the provisions of Sections 2, 6, 8 and 10 of the Confidentiality Agreement and the requirement to either return or destroy confidential information pursuant to Section 3 of the Confidentiality Agreement shall not apply herein nor be extended pursuant to the immediately preceding sentence. Administrative Agent and each Lender Party that becomes party to this Agreement after the Closing Date (other than any Affiliate of an Original Lender), agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) During to its Affiliates and to its Related Parties (it being understood that the term Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement and thereafter, the parties hereto shall, and shall instruct 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 Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of, or any prospective assignee of, any of its rights and obligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to Borrower and its obligations, this Agreement or payments hereunder; (g) on a confidential informationbasis to (i) any rating agency in connection with rating Borrower or its Subsidiaries or the Loans, however recorded (ii) the CUSIP Service Bureau or preservedany similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Facility or (iii) any administration, whether written management or oral settlement service providers; (h) with the consent of Borrower; or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section, or (y) becomes available to Administrative Agent or any of its Affiliates on a nonconfidential basis from a source other than Borrower. For purposes of this Section, “Information” means all information received from any Loan Party or any of their respective Subsidiaries relating to any Loan Party or any of their respective Subsidiaries or any of their respective businesses, other than any such informationinformation that is available to any Lender Party on a nonconfidential basis prior to disclosure by any Loan Party or any of their respective Subsidiaries; provided that, “Confidential Information”)in the case of information received from any Loan Party or any of their respective Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Each party hereto Any Person required to maintain the confidentiality of Information as provided in this Section shall use be considered to have complied with its obligation to do so if such Person has exercised the same degree of care, but no less than reasonable care, care to protect maintain the other party’s Confidential confidentiality of such Information as it uses such Person would accord to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Orderconfidential information. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. (a) During All information exchanged between the term Parties, which is is confidential or the intellectual property of this Agreement a Party, may not be used for purposes other than those specified in the contract and thereafter, necessary to fulfill the parties hereto shallContract, and shall instruct their respective Representatives to, maintain in confidence and furthermore may not disclose be used for 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 informationindividual interests of a Party outside of the execution of the Contract. For purposes of the Contract, “Confidential Information”)” is any information disclosed in written, graphic, verbal, or machine-recognizable form, unless it is marked, designated, labelled or identified at the time of disclosure as being non-confidential. Notwithstanding any other provisions of this Contract, Confidential Information shall not include any information that: (i) is or becomes publicly known through no wrongful act of the receiving Party; (ii) is already known to the receiving Party without restriction when it is disclosed; (iii) is, or subsequently becomes, rightfully and without breach of this Contract, in the receiving Party’s possession without any obligation restricting disclosure; (iv) is independently developed by the receiving Party without breach of this Contract; or (v) is explicitly approved for release by written authorization of the disclosing Party. Each party hereto shall use Party will: (i) maintain the same degree confidentiality of care, but no less than reasonable care, to protect the other partyParty’s Confidential Information and not disclose it to any third party, except as it uses to protect its own authorized by the disclosing Party in writing or as required by a court of competent jurisdiction; (ii) restrict disclosure of Confidential Information of like nature. Unless otherwise authorized in any other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives subcontractors, representatives, consultants, legal advisors and employees who have a “need to know such information for the Permitted Purpose know” and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose not copy or reproduce such Confidential Information Information; (iii) take necessary and appropriate precautions to guard the extent such confidentiality of Confidential Information is required to be disclosed by a Governmental OrderInformation, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose including informing its employees who handle such Confidential Information that it is advised by confidential and not to be disclosed to others, but such precautions shall rise at least to the same degree of care that the receiving Party applies to its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “own Confidential Information” Information and shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01be less than reasonable care; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or and (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If use such Confidential Information is destroyed, an authorized officer only in furtherance of the Receiving performance of this Contract. Confidential Information is and shall at all times remain the property of the disclosing Party, and no grant of any proprietary rights in Confidential Information is hereby given or intended, including any express or implied license, other than the limited right of the recipient to use Confidential Information in the manner and to the extent permitted by this Contract. Upon completion of the Contract, the Parties will be required to return to the other Party all documentation that has been provided. These provision shall certify to such destruction remain in writingeffect for an additional five years following completion of the Contract.

Confidentiality. (a) During Subsequent to the term date of this Agreement and thereafterAgreement, the parties hereto shallAcquiror Company, the Acquiror Company Shareholders, the WealthCraft Shareholders and WealthCraft will maintain in confidence, and shall instruct will cause their respective Representatives todirectors, officers, employees, agents, and advisors to maintain in confidence, any written, oral, or other information obtained in confidence and from another party in connection with this Agreement or the transactions contemplated by this Agreement, unless (i) such information is already known to such party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party, (ii) the use of such information is necessary or appropriate in making any required filing with the Commission, or obtaining any consent or approval required for the consummation of the transactions contemplated by this Agreement, or (iii) the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings. (b) In the event that any party is required to disclose any information of another party pursuant to Section (ii) or (iii) of Section 11.3(a), the party requested or required to make the disclosure (the "DISCLOSING PARTY") shall provide the party that provided such information (the "PROVIDING PARTY") with prompt notice of any such requirement so that the providing party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 11.3. If, in the absence of a protective order or other remedy or the receipt of a waiver by the providing party, the disclosing party is nonetheless, in the opinion of counsel, legally compelled to disclose the other information of the providing party’s financial, technicalthe disclosing party may, saleswithout liability hereunder, marketingdisclose only that portion of the providing party's information which such counsel advises is legally required to be disclosed, development, personnel, and other provided that the disclosing party exercises its reasonable efforts to preserve the confidentiality of the providing party's information, records, or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications by cooperating with the providing party to obtain an appropriate protective order or any other proprietary or relief assurance that confidential treatment will be accorded the providing party's 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand If the transactions contemplated by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Serviceare not consummated, the Receiving Party agrees promptly to each party will return or destroy, at destroy as much of such written information as the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingother party may reasonably request.

Confidentiality. (a) During Apart from the joint press release referenced in paragraph 14, each Party agrees not to disclose any term of this Agreement and thereafter2022 Letter Agreement, the parties hereto shall, and shall instruct 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 and/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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of provided pursuant the terms of this Section 4.01 and 2022 Letter Agreement, to any third party without the Receiving prior written consent of the other Party (which consent shall not be liable for any breach of these confidentiality provisions by such Personsunreasonably withheld or delayed); provided, however, that any Receiving that: (a) each Party may shall be free to disclose such Confidential Information information to the extent such Confidential Information disclosure is required to be disclosed by order or regulation of a Governmental Ordergovernment agency, in which case the Receiving Party shall promptly notifycourt or other tribunal having jurisdiction, provided, however, that, to the extent possiblepermitted by law, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose not make any such Confidential Information disclosure (other than a filing of information or materials with the U.S. Securities and Exchange Commission or an equivalent authority in another jurisdiction or a relevant stock exchange that it is advised by its counsel in writing that it is legally bound made with a request for confidential treatment for any part of such disclosure for which such treatment may reasonably be expected to disclose under be granted) without first notifying the other Party and allowing such Governmental Order. Party a reasonable opportunity to seek a protective order and/or injunctive relief from the obligation to make such disclosure; (b) Notwithstanding each Party shall be free to disclose such information to [****], provided that such entities and/or individuals are obligated to keep such terms confidential to the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01same extent as said Party; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by Penn shall be free to disclose such information to GSK and ▇▇▇▇▇▇ Lab Sponsors, and REGENXBIO shall be free to disclose such information to GSK and [****], provided that such entities are obligated to keep such terms confidential to the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect same extent as said Parties; and (d) each ▇▇▇▇▇▇ Lab Sponsor shall be free to any Servicedisclose the release set forth in paragraph 3, the Receiving Party agrees promptly covenant not to return or destroy▇▇▇ set forth in paragraph 7, at and any portion of Exhibit B pertaining to the Disclosing PartySponsor’s optionprograms, all Confidential Informationto [****], provided that such entities are obligated to keep such terms confidential to the same extent as such ▇▇▇▇▇▇ Lab Sponsor. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing[****].

Confidentiality. (a) During the term of this Agreement and thereafter, the parties hereto shall, and 12.1 Each Party undertakes that it shall instruct their respective Representatives to, maintain in confidence and not use or 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 to 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 other agreement between the parties, any party receiving person any Confidential Information of other than as necessary to exercise its rights or perform its obligations under and in accordance with this Contract and except as permitted by clause 12.2. 12.2 A Party (“Disclosing Party”) may disclose or make available Confidential Information to the other party Party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any The Receiving Party may disclose such the Disclosing Party’s Confidential Information only Information: (a) to its Representatives representatives who have a need to know such information for the Permitted Purpose and who have been advised purposes of exercising the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior or carrying out its obligations under or in connection with this Contract. Each Party shall procure that its representatives to disclosurewhom it discloses the other Party’s Confidential Information: (i) have been informed of the confidential nature of the Confidential Information and comply with the Receiving Party’s obligations under this clause 12.2; and (ii) safeguard the Confidential Information from unauthorised use, access, or disclosure using at least the degree of care the relevant Party uses to protect its similarly sensitive information and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order.no event less than a reasonable degree of care; (b) Notwithstanding as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, and in these circumstances the foregoingReceiving Party shall: (i) promptly, “and before such disclosure (where reasonably practicable to do so and otherwise immediately afterwards), notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy; and (ii) disclose only that portion of the Confidential Information” shall not include any information Information that the Receiving Party can demonstrate: is legally required to disclose. 12.3 The prohibition in clause 12.1 shall cease to apply to information which: (ia) was publicly known at is or becomes generally available to the time public (other than as a result of its disclosure to it, or has become publicly known through no act of by the Receiving Party or its Representatives representatives in breach of this Section 4.01; Contract); (iib) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of available to the Receiving Party without restriction in relation on a non-confidential basis before disclosure by the Disclosing Party; (c) was, is or becomes available to disclosure before the date of receipt Receiving Party on a non-confidential basis from a person who, to the Receiving Party’s knowledge, is not bound by a confidentiality obligation with the Disclosing Party or otherwise prohibited from disclosing the information to the Receiving Party; (ivd) was the Parties agree in writing is not confidential or may be disclosed; or (e) is developed by it or for the Receiving Party independently without any reliance on of the Confidential Information. (c) Upon demand information disclosed by the Disclosing Party. 12.4 Save as permitted by this Contract, no Party at shall use any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing other Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify for any purpose other than to such destruction exercise its rights and perform its obligations under or in writingconnection with this Contract.

Confidentiality. (a) During In connection with the term negotiation of this Agreement Agreement, a party (Sellers collectively, and thereafterPurchasers and Parent collectively, each being one party for purposes of this Section 12.05) hereto (the "Disclosing Party") may disclose Confidential Information to one of the other parties hereto shall, and shall instruct 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”"Disclosee"). Each party hereto shall use agrees that if the same degree transactions contemplated herein are not consummated, it will return to the Disclosing Party all documents and other written information furnished to it. Each party further agrees not to use, except for purposes of careaccomplishing the transactions contemplated herein, but no less than reasonable care, and not to protect disclose or reveal to any other Person (except in connection with financing transactions or mergers and acquisitions where the other party’s recipient has executed a confidentiality agreement) any of the Disclosing Party's Confidential Information as it uses (other than to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its party's Affiliates and Representatives who have a need to know such information for in connection with the Permitted Purpose transactions contemplated herein and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by instructed to treat such Personsas confidential); provided, however, that the foregoing obligations shall not apply to (a) any Receiving Party may disclose such Confidential Information information which was known by the Disclosee prior to its disclosure by or on behalf of the Disclosing Party; (b) any information which was in the public domain prior to the extent such Confidential Information disclosure thereof; (c) any information which comes into the public domain through no fault of the Disclosee; or (d) any information which is required to be disclosed by a Governmental Orderan Order or by any Law. The Disclosee shall bear the burden of demonstrating the applicability of one or more of the foregoing exceptions. For purposes of this Agreement, in "Confidential Information" shall mean, with respect to any Person, any and all technical, business, and other information of such Person which case the Receiving Party shall promptly notifyderives value, actual or potential, economic or otherwise, from not being generally known to the extent possiblepublic or to other Persons, including, without limitation, technical or nontechnical data, compositions, devices, methods, techniques, drawings, inventions, processes, financial data, financial plans, product plans, lists of actual or potential customers or suppliers, information regarding the disclosing party (acquisition and investment plans and strategies, business plans or operations of the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order Person or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such its Affiliates. Confidential Information of a Person includes information of third parties that it such Person is advised by its counsel in writing that it is legally bound obligated to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, keep or has become publicly known through no act of the Receiving Party or its Representatives in breach treat as confidential. The provisions of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without 12.05 shall survive any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement for any reason and shall continue indefinitely; provided, however, that the restrictions contained in this Section 12.05 shall terminate with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer that does not constitute a trade secret under applicable Law after the third anniversary of the Receiving Party shall certify to such destruction in writingdate hereof.

Confidentiality. At all times, whether before or after the Closing, and subject to the provisions of Section 11.1, the Parties will treat and hold as confidential all of the other Party's Confidential Information. Accordingly, the Parties will not use or disclose any of the other Party's Confidential Information, except as set forth in this Section 7 and Section 11.1. After the Closing, the Company shall use or disclose Confidential Information relating to the Business only for: preparing financial statements and filings under state and federal securities laws, preparing and defending tax returns and tax positions, defending claims by third parties, and as otherwise required by Law. Notwithstanding the foregoing, in the event that the party receiving confidential information (athe "Receiving Party") During from the term disclosing Party (the "Disclosing Party") is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the Receiving Party will notify Disclosing Party promptly of the request or requirement so that the Disclosing Party may seek an appropriate protective order or waive compliance with the provisions of this Agreement and thereafterSection 7. If, in the absence of a protective order or the receipt of a waiver hereunder, the parties hereto shallReceiving Party is, and shall instruct their respective Representatives toon the advice of counsel, maintain in confidence and not compelled to 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 other agreement between the parties, any party receiving any Confidential Information of the or else stand liable for contempt or suffer other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party censure, it may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Personsinformation; provided, however, that any the Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information the specific information that it is advised by its counsel in writing that it is legally bound compelled to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” disclose. Neither Party shall not include have any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act discussions with any of the Receiving Party suppliers or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession customers of the Receiving other Party without restriction in relation relating to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination subject matter of this Agreement with respect to any Serviceor the transactions contemplated hereby or the past, the Receiving Party agrees promptly to return present or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer future of the Receiving Business without the prior written approval of the other Party, such approval not to be unreasonably withheld or delayed, it being agreed that, except for communications regarding the ASTRA product, either Party shall certify may communicate its future product strategies to such destruction in writingsuppliers and customers of either Party, consistent with the written product strategy of the Buyer as previously delivered to the Company.

Confidentiality. (a) During 18.1. The Parties agree that Confidential Information directly related to this Agreement, including but not limited to any information related to the term Immersion Tanks, shall be used solely for the purpose for which it was furnished in connection with the performance of this Agreement and thereafter, the parties hereto shall, and that they shall instruct their respective Representatives to, maintain in confidence each hold confidential all Confidential Information and not disclose it to any third-parties, except that 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, “Parties may disclose Confidential Information”). Each party hereto shall use the same degree of care, but no less than reasonable careInformation to their affiliates, to protect the other party’s their auditors and legal advisors and to such Customer Representatives who need access to Confidential Information as it uses to protect its own Confidential Information of like natureperform their duties in connection with this Agreement. Unless otherwise authorized in any other agreement between At the parties, any party receiving any Confidential Information expiration of the other party (Term and upon written request, the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party Parties shall be liable for return any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent disclosing Party or destroy such Confidential Information (provided that a Party may retain an archival copy of any Confidential Information in a manner consistent with its record retention policies or in order to comply with Applicable Law; provided further that any Confidential Information so retained shall remain subject to the confidentiality restrictions of this Section 18 in all respects). 18.2. Any disclosure of Confidential Information permitted by Section 18.1 shall only be to the extent that any person who Confidential Information is provided to needs to know the same for the performance of their duties, and shall only be under the condition that such person acknowledges and agrees to be bound by, the confidentiality obligations under this Section. 18.3. The following shall not constitute “Confidential Information” under this Agreement: (i) information that was previously known to the receiving Party, independent from any disclosure under or in connection with this Agreement and free from any obligation to keep confidential; (ii) information that is or becomes generally available to the public other than as a (direct or indirect) result of any unauthorized disclosure by the receiving Party or its representatives; and (iii) information that is shown to have been independently developed by the receiving Party. Additionally, Confidential Information may be disclosed to the extent such is required to be disclosed by a law or regulation or by an order or subpoena of any Governmental OrderAuthority, provided that in which case such event the Receiving receiving Party shall promptly notifyshall, to the extent legally and practically possible, inform the disclosing party Party of the information to be disclosed and the timing and circumstances of such disclosure, providing the disclosing Party with an opportunity to avoid and limit any such disclosure (and the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting receiving Party shall reasonably cooperate at the Disclosing disclosing Party’s rights prior to disclosure, and in which case expense with the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was disclosing Party’s effort in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Informationsame). (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. (a) During Each Party (a “Receiving Party”) agrees that it shall maintain as confidential and shall not disclose, and shall cause its Affiliates, employees, officers, directors, agents and representatives to maintain as confidential and not to disclose, the term of terms contained in this Agreement and thereafterall information (whether written, the parties hereto shall, and shall instruct their respective Representatives to, maintain oral or in confidence and not disclose the other party’s financial, technical, sales, marketing, development, personnel, and other information, records, electronic format) received or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications reviewed by it as a result of or any other proprietary or confidential information, however recorded or preserved, whether written or oral in connection with this Agreement (any such information, “Confidential Information”). Each party hereto shall use , except in the same degree of care, but no less than reasonable care, to protect the other party’s following circumstances: (i) a Receiving Party may disclose Confidential Information as to its auditors, legal counsel, lenders, brokers, underwriters and investment bankers, provided that such persons are advised of the confidential nature of the confidential information, undertake to maintain the confidentiality of it uses and are strictly limited in their use of the confidential information to protect its own those purposes necessary for such persons to perform the services for which they were, or are proposed to be, retained by the Receiving Party; (ii) a Receiving Party may disclose Confidential Information of like nature. Unless otherwise authorized where that disclosure is necessary to comply with any applicable law or court order, its disclosure obligations and requirements under any securities law, rules or regulations or stock exchange listing agreements, policies or requirements or in any other agreement between relation to proposed credit arrangements, provided that the parties, any party receiving any Confidential Information proposed disclosure is limited to factual matters and that the Receiving Party will have availed itself of the other party full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled; (the “Receiving Party”iii) may use Confidential Information only for the purposes of fulfilling its obligations any arbitration proceeding commenced under Section 22 of this Agreement Agreement; (the “Permitted Purpose”). Any iv) a Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know where such information for the Permitted Purpose and who have been advised is already public knowledge other than by a breach of the confidentiality terms of this Section 4.01 and Agreement or is known by the Receiving Party shall be liable for prior to the entry into of this Agreement or obtained independently of this Agreement and the disclosure of such information would not breach any breach other confidentiality obligations; (v) with the approval of these confidentiality provisions by such Personsthe disclosing party; provided, however, that any or (vi) a Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required those of its Affiliates, agents and representatives who need to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time have knowledge of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (cb) Upon demand by the Disclosing Each Party at any timeagrees that it shall use reasonable efforts to ensure that its Affiliates, or upon expiration or termination employees, directors, officers, advisors, agents and those persons listed in Section 16(a)(i), where applicable, are made aware of this Agreement Section 16 and comply with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Informationprovisions of this Section 16. If such Confidential Information is destroyed, an authorized officer of the Receiving Each Party shall certify be liable to the other Parties for any improper use or disclosure of such destruction in writing.terms or information by such persons. [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ]

Confidentiality. (a) A. During the term course of this Agreement and thereafterAgreement, the parties hereto shalleach party may receive or have access to information, and shall instruct their respective Representatives towhether oral, maintain in confidence and not disclose written or electronic, that the other party’s financial, technical, sales, marketing, development, personnel, and other information, records, party considers confidential or dataproprietary, including, without limitation, customer listsall reports, supplier listsinformation and data in whatever form, designs, products, processes, equipment, technologies, materials, suppliers, costs, operations, trade secrets, designsstrategies, product formulations, product specifications or any other proprietary or confidential technical information, however recorded or preserved, whether written or oral marketing data and financial information (any such information, “Confidential Information”). Each party hereto It is understood among the parties that at all times, any individually-identifiable health information of Center’s patients who receive services at the School Project shall use be and remain the same degree property of care, but no less than reasonable care, Center and shall not be disclosed to protect the other parties unless required or permitted under applicable law. B. The receiving party will not, without first obtaining the disclosing party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the parties's written consent, any party receiving any disclose Confidential Information of the disclosing party to any third party or use such information for any purpose other than for the limited purposes of this Agreement. The receiving party (the “Receiving Party”) may use will take all appropriate steps to safeguard Confidential Information only for and to protect such information against disclosure, misuse, loss or theft. Notwithstanding the purposes of fulfilling its obligations under this Agreement (foregoing, the “Permitted Purpose”). Any Receiving Party receiving party may disclose such the disclosing party's Confidential Information only to its Representatives those individuals who have a need to know such information for to perform hereunder, provided that such individuals abide by the Permitted Purpose and who have been advised of the terms provisions of this Section 4.01 and the Receiving Party Agreement. The receiving party shall be liable for the failure of any breach of these such individuals to comply with the confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such contained in this Section. C. Confidential Information shall not include: (i) information generally available to, or known to, or which becomes known by, the public through no wrongful act of the receiving party; (ii) information lawfully known by the receiving party prior to disclosure hereunder; (iii) information disclosed by a third party, which is not bound under a confidentiality obligation to the extent such Confidential Information disclosing party, to the receiving party; (iv) information independently developed by the receiving party without the use of information disclosed by the disclosing party; (v) information lawfully required to be disclosed to any governmental agency or which is otherwise required to be disclosed by a Governmental Orderlaw, in which case provided that before making such disclosure the Receiving Party shall promptly notify, to the extent possible, receiving party will provide the disclosing party (with written notice of the “Disclosing Party”), proposed disclosure and an adequate opportunity to object to such disclosure or take reasonable steps action to assist in contesting assure confidential handling of such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Orderinformation. (b) Notwithstanding D. Upon request or the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach termination of this Section 4.01; (ii) was rightfully received from a third Agreement, the receiving party without a duty shall return or destroy all copies of confidentiality; (iii) was documents and other things in the its possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the that constitute Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. (a) 16.1 During the term Term and for a period of five (5) years after the termination or expiration of this Agreement and thereafterAgreement, the parties hereto shall, and shall instruct 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 other agreement between the parties, any party a Party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under Party in connection with this Agreement (undertakes to maintain the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose refrain from disclosing such Confidential Information to any third-party. Each Party may disclose Confidential Information solely to the extent necessary for the performance of the Agreement, and solely to its employees and/or sub-contractors on its behalf that are in need of such Confidential Information within the scope of the Services under the Agreement, on a need-to-know basis. Notwithstanding the above, Company may disclose Confidential Information to its Affiliates, on a need-to-know basis. The provisions of this Clause 16.1 shall not apply to (i) information that had independently come into the possession of the recipient prior to disclosure by the disclosing party, as recipient can demonstrate with dated documents; (ii) information that is part of the public domain at the time this Agreement becomes effective or, that has become part of the public domain through no breach of the obligations by recipient; (iii) information that was independently developed by recipient without use of the Confidential Information of disclosing party, as demonstrated by recipient with dated documents; (iv) information obtained by recipient from a third-party that was entitled to disclose the same to recipient; and (v) information the disclosure of which is mandated by law or an order of an authorized entity or by an authorized judicial or administrative instance, provided that the Party required to be disclosed by disclose the information as aforesaid has provided the other Party a Governmental Ordernotice thereof immediately upon having received the demand for disclosure, in which case subject to the Receiving Party shall promptly notifybeing required to make the disclosure not being legally prohibited from informing the other Party of such demand, and subject to the other Party having been given, to the extent possiblepermitted by law, a reasonable opportunity to take action to challenge the disclosing party (the “Disclosing Party”), and take reasonable steps demand for disclosure. 16.2 Parties agree that in addition to assist in contesting such Governmental Order or in protecting the Disclosing each Party’s termination rights prior set out elsewhere in this Agreement, either Party may (without prejudice to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure other right available to it, or has become publicly known through no act ) immediately terminate this Agreement in the event of the Receiving Party or its Representatives in any breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in Clause 16 by the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Informationother Party. (c) Upon demand by 16.3 Notwithstanding the Disclosing Party at any timeabove, or upon expiration or termination the Parties may disclose the existence of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingAgreement.

Confidentiality. (a) During the term of this Agreement and thereafterAgreement, the parties hereto shall, Distributor and shall instruct their respective Representatives to, maintain in confidence and not disclose the other Trust may have access to confidential information relating to such matters as either party’s financialbusiness, technicaltrade secrets, salessystems, marketingprocedures, developmentmanuals, products, contracts, 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”)clients. 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 As used in any other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoingAgreement, “Confidential Information” shall not include any means information belonging to one of the parties that is of value to such party and the Receiving Party can demonstratedisclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) was publicly known at the time of disclosure to it, information is or has become becomes publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01lawful means; (ii) was rightfully received from the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without a duty the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of confidentiality; (iii) was this Agreement or at any time thereafter, except as required in the possession course of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand this Agreement and as provided by the Disclosing Party at any time, other party or upon expiration or as required by law. Upon termination of this Agreement with respect to for any Servicereason, or as otherwise requested by the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s optionTrust, all Confidential Information. If such Confidential Information is destroyedheld by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Receiving Party shall Distributor will certify to the Trust in writing that all such destruction Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if required by law, regulation or legal process or if requested by the Commission or other governmental regulatory agency with jurisdiction over the parties hereto; provided that the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in writingany efforts to prevent such disclosure.

Confidentiality. Each party hereto will hold, and will cause its Affiliates, Representatives and employees to hold, in strict confidence from any Person (a) During other than any such Affiliate, Representative or employee with a need to know), the term terms of this Agreement and thereafterall documents and information concerning the other party or any of its Affiliates furnished to it by the other party or such other party's Affiliates, Representatives and employees in connection with this Agreement and the transactions contemplated hereby, including documents and information disclosed prior to the date hereof (collectively, "Confidential Information"); provided, that a party hereto may disclose, or cause its Affiliates, Representatives and employees to disclose, Confidential Information if and to the extent (a) compelled to disclose by judicial or administrative process (including in connection with obtaining the necessary approvals of this Agreement, the parties Transaction Agreements and the transactions contemplated hereby and thereby of Governmental Entities) or by other requirements of Law or, if advised by legal counsel that disclosure is required, as requested by a Governmental Entity having jurisdiction over such party; (b) disclosed in a Legal Proceeding brought by a party hereto shallin pursuit of its rights or in the exercise of its remedies hereunder; (c) disclosed to (i) the managing underwriter or placement agent for any sale of the securities of the receiving party, and such managing underwriter's or placement agent's Representatives, (ii) the lead lender, arranger, representative or agent for any other financing transaction of the receiving party, and such lead lender's, arranger's, representative's or agent's Representatives, (iii) any Person whose voting securities are acquired in a single transaction by the receiving party in such an amount so as to grant Control over such Person to the receiving party and such Person's Representatives, or (iv) any Financial Investor in the receiving party, and such Financial Investor's Representatives; or (d) following receipt from the disclosing party of written consent to such disclosure, which consent may not be unreasonably withheld, disclosed to any Strategic Investor or potential acquiror of the receiving party, and the Representatives of either; provided, that in the case of any disclosure permitted under clause (c) or (d) above, such disclosure shall instruct their respective Representatives to, maintain in confidence consist solely of the terms of this Agreement (and not disclose any other Confidential Information) and shall in no event include any schedules (including the Disclosure Schedule) or exhibits to this Agreement; and provided further, that any Person receiving any disclosure pursuant to this Section 4.7 from a party hereto, or any of such party's Affiliates, Representatives or employees, must be bound by an established legal privilege, or agree in writing, to hold in strict confidence from any other party’s financialPerson (including with respect to disclosure permitted under clauses (c) and (d), technicalany member of an underwriting or lending syndicate, salesor any Person to whom a portion of such financing is participated or otherwise transferred in connection with such sale or financing, marketingor any Affiliate, developmentshareholder or member of or any investor in such Person) the Confidential Information so disclosed. Notwithstanding anything in this Section 4.7 to the contrary, personnel, and other Confidential Information shall not include any such documents or information that the receiving party can demonstrate were (A) previously known by the party receiving such documents or information, records(B) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of such receiving party, 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 C) later acquired by the receiving party from another source if the receiving party is not aware that such information, “Confidential Information”). Each source is under an obligation to another party hereto shall use to keep such documents and information confidential or (D) developed by employees of the same degree receiving party without knowledge 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 other agreement between the parties, any party receiving any Confidential Information documents and information of the other party (the “Receiving Party”) may or any of its Affiliates. The receiving party agrees that it will not, and it will cause each of its Affiliates, Representatives and employees not to, use Confidential Information only in any way, for its own account or the account of any third Person, except for the purposes exercise of fulfilling its rights and performance of its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party other Transaction Agreements. The receiving party shall be jointly and severally liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoingAffiliates, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act Representatives and employees of the Receiving Party or its Representatives restrictions set forth in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential InformationAgreement. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. (a) During To the term of this Agreement and thereafterextent allowed by law, the both parties hereto shall, and shall instruct their respective Representatives to, maintain in confidence and shall not disclose to any third party the other party’s financial, technical, sales, marketing, development, personnel, and other information, records, or data, includingConfidential Information received pursuant to this Agreement, 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 the prior written or oral (any such information, “Confidential Information”). Each consent of the disclosing party hereto shall use except that 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 other agreement between the parties, any may be disclosed by either party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives those third parties (x) who have a need to know such the information for in connection with the Permitted Purpose exercise by either party of its rights under this Agreement and who have been advised agreed in writing to keep the information confidential to the same extent as is required of the terms parties under this Article 8.1, or (y) to whom either party is legally obligated to disclose the information. The foregoing obligation shall not apply to information which: (a) is, at the time of this Section 4.01 and disclosure, publicly known or available to the Receiving Party shall public, provided that Information will not be liable for any breach deemed to be within the public domain merely because individual parts of these confidentiality provisions by such Persons; providedInformation are found separately within the public domain, however, that any Receiving Party may disclose but only if all the material features comprising such Confidential Information to are found in combination in the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order.public domain; (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly is known to recipient at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives such Confidential Information not under confidentiality provided that recipient promptly notifies disclosing party in breach writing of this Section 4.01; prior knowledge within thirty (ii30) was rightfully received from a third party without a duty days of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information.receipt; (c) Upon demand is hereafter furnished to recipient by the Disclosing Party at any timea third party, or upon expiration or termination as a matter of right and without restriction on disclosure, provided that recipient promptly notifies disclosing party in writing of this Agreement third party disclosure after receipt thereof; (d) is made public by disclosing party; (e) is disclosed with respect the written approval of either party; (f) is the subject of a legally binding court order compelling disclosure, provided that recipient must give disclosing party notice of any request for disclosure pursuant to any Servicelegal proceeding, within two (2) days of receipt of such request by recipient, and recipient must cooperate with disclosing party in obtaining appropriate protective orders to preserve the Receiving Party agrees confidentiality of the Confidential Information; (g) must be disclosed to comply with applicable laws, rules, regulations or rules of a securities exchange, provided that the party subject thereto uses reasonable efforts to minimize the scope of disclosure and to seek confidential treatment thereof. Notwithstanding any provision to the contrary contained herein, it is recognized that UM is a public agency of the State of Mississippi and is subject to the Mississippi Public Records ▇▇▇, §§▇▇ 61 I, et. seq., Miss. Code ▇▇▇. If a public records request is made for any Information provided to MISSISSIPPI pursuant to this agreement, UM shall promptly notify LICENSEE of such request. LICENSEE shall promptly institute appropriate legal proceedings to return or destroy, at the Disclosing Party’s option, all protect its Confidential Information. If such No Party to this agreement shall be liable to the other Party for disclosures of Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingrequired by Court order or required by law.

Confidentiality. (a) During Each Party hereto agrees that, from the term date hereof and for a period of this Agreement five years from and thereafterafter Closing, the parties hereto shallit will not, and shall instruct their respective Representatives towill use reasonable efforts to ensure that its Affiliates will not, maintain in confidence and not through any action or inaction, use (except as contemplated by this Agreement), or disclose to any other Person, any Confidential Information relating to the other party’s financial, technical, sales, marketing, development, personnel, and other information, records, Party (it being understood that following Closing this Section 6.8 shall apply to the use 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 disclosure of care, but no less than reasonable care, to protect the other partyeach Company’s Confidential Information as it uses by Seller and after Closing shall not apply with respect to protect its own the use or disclosure of the Confidential Information of like nature. Unless otherwise authorized in any other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”either Company by Purchaser). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that the foregoing prohibitions shall not apply to (i) disclosures that are required by any Receiving Party Legal Requirement (including any rule or regulation of the SEC or of a stock exchange which may disclose require such Confidential Information disclosure) or by a Governmental Authority; (ii) information that is ascertainable or obtained from public or published information or is otherwise publicly known through no wrongful act of the using or disclosing Party; (iii) information received from a Person not known after reasonably inquiry to the extent using or disclosing Party to be under an obligation to keep such Confidential Information information confidential; (iv) information independently developed by the using or disclosing Party without use of the other Party’s information; (v) information that was rightfully known by the disclosing Party before receipt from the other Party; and (vi) information disclosed to or filed with any Person for the purpose of obtaining consents to, or the financing of, the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, each Party to this Agreement may (without prior notification to, or approval or consent by, any other Party) disclose to taxing authorities and/or to such Party’s representatives (including outside counsel and advisors) any confidential or non-public information that is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting connection with such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosuretax filings, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Orderreports, claims, audits, or litigation. (b) Notwithstanding Subsection (a) above, in the foregoingevent a Party is required to disclose Confidential Information of another Party (in such event, such Party is a “Confidential InformationNondisclosing Party,” shall not include and the Party required to disclose is the “Disclosing Party”) pursuant to any information that Legal Requirement, and would otherwise be prohibited from doing so under this Section 6.8, the Receiving Disclosing Party can demonstrateshall: (i) was publicly known at promptly notify the time of disclosure to it, or has become publicly known through no act Nondisclosing Party of the Receiving Party or its Representatives in breach of this Section 4.01existence, terms and circumstances surrounding such requirement; (ii) was rightfully received from a third party without a duty consult with the Nondisclosing Party on the advisability of confidentialitytaking legally available steps to resist or narrow such request; and (iii) was in the possession if disclosure of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyedrequired, an authorized officer furnish only that portion of the Receiving Confidential Information which the Disclosing Party is legally compelled to disclose and advise the Nondisclosing Party reasonably in advance of such disclosure so that the Nondisclosing Party may seek an appropriate protective order or other reliable assurance that confidential treatment will be accorded such Confidential Information. The Disclosing Party shall certify not oppose actions by the Nondisclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such destruction in writingConfidential Information.

Confidentiality. (a) During the term of this Agreement and thereafter, the The parties hereto shall, and shall instruct 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, hereby agree 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 other agreement between the parties, any party receiving any Confidential Information treat all of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by or exchanged in connection with this Agreement and any other confidential information a Governmental Orderparty hereto receives from another party hereto as confidential, to not directly or indirectly use any of such information except in connection with this Agreement, and, if this Agreement is terminated for any reason whatsoever, to keep such information confidential and within ten (10) business days after termination of this Agreement for any reason, to return to such other party all tangible embodiments (and all copies) of such information which case are in its possession. The parties hereto may disclose on a confidential basis the Receiving Party shall promptly notifytransactions contemplated hereby and any information which such party may obtain from another party hereto to their respective Boards of Directors, senior management personnel, attorneys, accountants, financial advisors, prospective investors in the Purchaser or any Affiliates or other professionals to the extent possible, necessary to obtain their services in connection with the disclosing transactions contemplated hereby. Neither party (the “Disclosing Party”), and take reasonable steps shall have an obligation to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: treat as confidential (i) information that was publicly known at already in such party s or any of such party s possession prior to disclosure by the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01other party; (ii) was rightfully received from information then generally known or available to the public or that later becomes publicly available other than through the receiving party; or (iii) information disclosed to the party by a third party without a duty who was not bound by an obligation of confidentiality; (iii) was in confidentiality to the possession other party. The obligation to maintain the confidentiality of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect information shall also not apply to any Serviceinformation disclosed or disclosures made in response to a valid subpoena or similar process or to an order of a court of competent jurisdiction, provided that the Receiving Party agrees promptly disclosing party shall have used its reasonable best efforts to return notify the other party hereto to whom the confidential information belongs in time to afford such party an opportunity to contest such process or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingorder.

Confidentiality. (a) During [Name of the company] undertakes to treat as strictly confidential during the term of this Agreement and thereafterfor a period of five years thereafter any information of ETSI indicated as “confidential” of which it has had knowledge for the performance of its Services, irrespective of whether this information or these documents are directly related to its Services for the parties hereto shall, duration of and shall instruct their respective Representatives to, maintain in confidence and not disclose after 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 end of this Agreement. (any such information, “Confidential Information”). Each party hereto shall use the same degree of care, but no less than reasonable care, a) proven to protect the other party’s Confidential Information as it uses have been known to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the parties, any party receiving any Confidential Information [Name of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information company] prior to the extent such Confidential Information is required time of its receipt pursuant to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order.this Agreement; or (b) Notwithstanding in the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known public domain at the time of disclosure to it, or has become publicly known through no act [Name of the Receiving Party company] or its Representatives in thereafter enters the public domain without breach of the terms of this Section 4.01Agreement; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information.or (c) lawfully acquired by [Name of the company] from an independent source having a bona fide right to disclose the same; or (d) independently developed by an employee of [Name of the company] who has not had access to any of the confidential information of the disclosing party. (e) required to be disclosed by [Name of the company] by virtue of a court order or statutory duty, [Name of the company] shall be allowed to do so, provided that it shall without delay inform the Instructing Party in writing of receipt of such order or duty and reasonably enable ETSI to seek protection against such order or duty. Upon demand request from ETSI, [Name of the company] hereby undertakes to return to ETSI all Confidential Information which has been supplied to it including all copies thereof and to delete all information stored in a machine readable form. Each Party shall promptly advise the other Party in writing of any unauthorised disclosure, misappropriation or misuse by the Disclosing any person of Confidential Information as soon as practicable after it becomes aware of such unauthorised disclosure, misappropriation or misuse. If a Party at any timebecomes aware that it will be required, or upon expiration is likely to be required, to disclose Confidential Information in order to comply with applicable laws or termination of this Agreement with respect a court or administrative order, it shall, to the extent it is lawfully able to do so, prior to any Servicesuch disclosure notify the other Party, and comply with its reasonable instructions to protect the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer confidentiality of the Receiving Party shall certify to such destruction in writinginformation. [Name of the company] agrees that ETSI will publish regular activity reports of the Name of the Project.

Confidentiality. (a) During the term of this Agreement and thereafter, the parties hereto The Receiving Party shall, and shall instruct their respective Representatives cause each of its representatives to, maintain hold in strict 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 all Confidential Information of like naturethe Disclosing Party, and the Receiving Party shall not disclose any Confidential Information to any of its Representatives except to the extent the Receiving Party reasonably determines is necessary or desirable in connection with the consummation of the transactions and the performance of the obligations contemplated hereby. Unless Except as provided in the immediately preceding sentence, the Receiving Party shall not, and shall cause its Representatives not to, directly or indirectly, copy, reproduce, use, publish, disseminate, misuse, misappropriate, sell, assign, or otherwise authorized in transfer or disclose to any other agreement between the parties, any party receiving Person any Confidential Information of the other party Disclosing Party. Notwithstanding the foregoing: (i) @IPbell may disclose to any Person engaged by @IPbell to support, maintain, or enhance the “Receiving Party”Products or any equipment with which the Products are being used such information relating to the Products as is reasonably required in connection with the performance of such support, maintenance, or enhancement services; and (ii) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know prospective acquirers, strategic partners, and joint venturers such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information relating to the extent such Confidential Information is required to be disclosed by a Governmental Orderexistence, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”)terms, and take reasonable steps to assist conditions hereof as is reasonably required in contesting connection with any prospective acquisition of such Governmental Order party by any other Person or in protecting the Disclosing Party’s rights prior to disclosure, any prospective strategic alliance or joint venture between such party and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Orderany other Person. (b) Notwithstanding In the foregoing, “Confidential Information” shall not include any information event that the Receiving Party can demonstrate: (i) was publicly known at the time or any of disclosure to itits Representatives is requested pursuant to, or has become publicly known through no act becomes compelled by, any applicable law to disclose any Confidential Information of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any ServiceParty, the Receiving Party agrees promptly to return shall provide the Disclosing Party with prompt written notice thereof so that the Disclosing Party may seek a protective order or destroyother appropriate remedy or, at in the Disclosing Party’s option's sole discretion, all waive compliance with the terms hereof. In the event that no such protective order or other remedy is obtained, or the Disclosing Party waives compliance with the terms hereof, the Person requested or compelled to disclose Confidential Information. If Information of the Disclosing Party shall furnish only that portion of such Confidential Information which it is destroyedadvised in writing by counsel is legally required, an authorized officer of and shall cooperate with the Receiving Disclosing Party shall certify in its efforts to obtain reliable assurance that confidential treatment will be accorded such destruction in writingConfidential Information.

Confidentiality. (a) During Pursuant to the term terms of this Agreement and thereafterAgreement, each party (in such capacity, the parties hereto shall"DISCLOSING PARTY"), has disclosed and shall instruct their respective Representatives to, maintain in confidence and not will disclose to the other party’s financialparties and/or their Affiliates or representatives (in such capacity, technicalthe "RECEIVING PARTY"), sales, marketing, development, personnel, certain Confidential Information of the Disclosing Party. The Receiving Party shall make no use of such Confidential Information except in the exercise of its rights 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”)the performance of its obligations set forth in this Agreement. Each party hereto The Receiving Party shall use the same degree of careefforts to keep secret, but no less than reasonable careand prevent the disclosure to third parties of, 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may Disclosing Party as it would use with respect to its own Confidential Information. Confidential Information only for disclosed by the purposes Disclosing Party shall remain the sole and absolute property of fulfilling its obligations under this Agreement (the “Permitted Purpose”)Disclosing Party, subject to the rights granted herein. Any Receiving Party may disclose such The above restrictions on the use and disclosure of Confidential Information only shall not apply to its Representatives who have a need any information which (i) is already known to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for at the time of disclosure by the Disclosing Party, as demonstrated by competent proof, (ii) is or becomes generally available to the public other than through any act or omission of the Receiving Party in breach of these confidentiality provisions this Agreement, (iii) is acquired by such Persons; provided, however, that any the Receiving Party may disclose such Confidential Information free of an obligation of confidentiality from a third party who is free to provide the extent such Confidential Information information as such, or (iv) is developed independently by the Receiving Party without use, direct or indirect, of information that is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Orderheld confidential hereunder. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: provisions of Section 10.01(a): (i) was publicly known at Endo shall be permitted to disclose to its distributors, wholesalers and other direct customers such Confidential Information relating to the time of disclosure Product as Endo shall reasonably determine to it, be necessary or has become publicly known through no act of useful in order to effectively market and distribute the Receiving Party or its Representatives in breach of this Section 4.01; Licensed Product; (ii) was rightfully received from a third party without a duty of confidentiality; Noven shall be permitted to disclose such Confidential Information relating to the Licensed Product as Noven shall reasonably determine to be necessary or useful in order to effectively perform its obligations under this Agreement and the Supply Agreement; (iii) was Noven shall be permitted to disclose such Confidential Information relating to the Licensed Product as it shall reasonably determine to be necessary or useful in the possession order to pursue or obtain any Regulatory Approvals in respect of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or any other transdermal drug delivery products; (iv) was developed by each of Noven and Endo shall he permitted to disclose to a Regulatory Authority such Confidential Information relating to the Licensed Product as it independently without any reliance on shall reasonably determine (but only after consulting with the other parties to the extent practicable) to be necessary to comply with the provisions of Applicable Law; and (v) nothing in this Section 10.01 shall be interpreted to limit the ability of either Noven or Endo to disclose its own Confidential Information. (c) Upon demand by Each of Noven and Endo acknowledge and agree that the Disclosing Party at any time, or upon expiration or termination terms and conditions of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such shall be considered Confidential Information is destroyed, an authorized officer of the Receiving Party each party and shall certify to such destruction in writingbe treated accordingly.

Confidentiality. (a) During It is understood that each Party has received and will receive Confidential Information from the term other Parties in connection with the negotiation of this Agreement and thereafterthe Ancillary Agreements as well as in previous discussions and interactions involving the matters addressed by this Agreement and the Ancillary Agreements. Except as set forth herein (including except as expressly permitted or contemplated by the other provisions of this Agreement), the parties hereto shall, and shall instruct their respective Representatives to, maintain in confidence and Parties will 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 another disclosing Party except in any other agreement between connection with the parties, any party receiving any Confidential Information performance of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its their respective obligations under this Agreement and will not disclose (the “Permitted Purpose”). Any Receiving Party may disclose such and will cause their respective Representatives, Affiliates, and Affiliates’ Representatives not to disclose) any Confidential Information only received from another Party or any of its Representatives, Affiliates or Affiliates Representatives, except to its Representatives such receiving Party’s Representatives, Affiliates, and Affiliates’ Representatives, who have a need to know and have agreed (or are otherwise bound) to maintain the confidentiality of Confidential Information in accordance with this Section 6.5; provided that the disclosing Party is and will be an express third party beneficiary of such information for agreement by such receiving Party’s Representatives, Affiliates, and Affiliates’ Representatives. For the Permitted Purpose and who have been advised avoidance of doubt, this Section 6.5(a) shall not prohibit the terms Company, the Plan, or the Independent Fiduciary from providing this Agreement, the Group Annuity Contract, or an Annuity Certificate to any Governmental Agency. (b) Section 6.5(a) will not apply with respect to Confidential Information that the receiving Party can demonstrate is or was: (i) already known to the receiving Party or its Affiliates or Representatives prior to the confidential disclosure by the disclosing Party or any affiliate or Representative thereof; (ii) independently developed by the receiving Party or its Affiliates or Representatives not in violation or breach of this Section 4.01 and Agreement or any other confidentiality obligation to the Receiving disclosing Party shall be liable for (such as the Confidentiality Agreement or any retention agreement with a firm or professional in connection with this Agreement); (iii) already known to the public without breach of these confidentiality provisions confidence by such Personsthe receiving Party or any of its Affiliates; providedor NAI-1500837614v2 (iv) subject to prior compliance with Section 6.5(c), however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed pursuant to any applicable Law, stock exchange regulation, regulatory provision, court order, subpoena or other legal process. (c) Section 6.5(a) will not apply from and after the Closing to restrict the use or disclosure by a Governmental Orderthe Insurer of any Confidential Information related to Priced Lives, Annuity Payments, or the pricing or underwriting of the Group Annuity Contract, received from another disclosing Party, provided that the Insurer will use such Confidential Information only in which case compliance with all applicable Laws relating to privacy of personally identifying information. For the Receiving Party shall promptly notifyavoidance of doubt, this Section 6.5(c) does not apply to Confidential Information regarding the Company or the Plan (other than to the extent possiblerequired in connection with the Group Annuity Contract). (d) Except as otherwise provided in this Agreement, the disclosing party if any Party, its Representatives, its Affiliates or its Affiliates’ Representatives, receives a request, subpoena, demand, or order for disclosure or becomes required by Law or stock exchange rule or regulation to disclose any Confidential Information (the a “Compelled Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Compelled Disclosing Party’s rights prior to disclosureParty will promptly, and in which no case the Receiving Party shall only disclose more than three Business Days following receipt of such Confidential Information that it is advised by its counsel in writing that a request, subpoena, demand, or order (so long as it is legally bound permitted to disclose provide such notification), notify the other Parties to afford them the opportunity to object or seek a protective order or other remedy, including a protective order requiring Confidential Information to be submitted under seal and for the return and destruction of Confidential Information or copies thereof following the conclusion of any Action, prior to the disclosure of any such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall . The Compelled Disclosing Party will, to the extent permitted by Law, cooperate with the other Party’s or Parties’ efforts to obtain such protective order, at such other Party’s or Parties’ cost and expense. In the event that such protective order or other remedy is not include sought or obtained, only that portion of Confidential Information which the Compelled Disclosing Party in good faith believes is legally required to be provided may be disclosed and such Compelled Disclosing Party will request that appropriate confidential treatment will be accorded to such Confidential Information. Notwithstanding anything to the contrary in this Agreement, a Compelled Disclosing Party may disclose any information Confidential Information to an applicable regulatory authority at such authority’s request or requirement (whether pursuant to an audit, exam or otherwise) without obligation to notify hereunder to the extent that any such request or requirement does not specifically mention the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to itother Parties, or has become publicly known through no act of the Receiving Party specifically address or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on call for the Confidential Information. (ce) Upon demand by The Parties acknowledge and agree that this Section 6.5 will supersede the Disclosing Party at Confidentiality Agreement, to the extent that that such Confidentiality Agreement was applicable to a Party. Notwithstanding the foregoing, this Section 6.5(e) will not relieve any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer party from Liability for breaches of the Receiving Party shall certify Confidentiality Agreement (to the extent such destruction in writingConfidentiality Agreement was applicable to a Party) that have occurred prior to the date hereof.

Confidentiality. (a) During Except to the term of extent expressly authorized by this Agreement and thereafteror otherwise agreed in writing by the parties, the parties hereto shallagree that, and shall instruct their respective Representatives to, maintain in confidence and not disclose for 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 other agreement between the parties, any party receiving any Confidential Information term of the other License Agreement and for [ * ] thereafter, each party (the “Receiving Party”) may shall keep confidential and shall not publish or otherwise disclose and shall not use Confidential Information only for the purposes of fulfilling its obligations under any purpose other than as provided for in this Agreement (which includes the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only exercise of any rights or the performance of any obligations hereunder) any information furnished to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised it by or on behalf of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing other party (the “Disclosing Party”)) pursuant to this Agreement (including any and all information provided by Amgen pursuant to the Amgen Agreement) or the Non-Disclosure Agreement effective December 19, 2014, as amended, between RP Management, LLC, on behalf of the Buyer, and take reasonable steps to assist in contesting the Seller under which the terms of the transaction and this Agreement were negotiated (the “Confidentiality Agreement”) (such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoinginformation, “Confidential Information” shall not include any of the Disclosing Party) except for that portion of such information that that: (a) was already known to the Receiving Party can demonstrate: (i) was publicly known Party, other than under an obligation of confidentiality, at the time of disclosure by the Disclosing Party; (b) was generally available to itthe public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (c) became generally available to the public or has become publicly known otherwise part of the public domain after its disclosure and other than through no any act or omission of the Receiving Party or its Representatives in breach of this Section 4.01; Agreement; (iid) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of is independently developed by the Receiving Party or any of its Affiliates without restriction in relation the use of the Confidential Information; (e) was disclosed to disclosure before the date Receiving Party other than under an obligation of receipt from confidentiality, by a Third Party who had no obligation to the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information.not to disclose such information to others; or (cf) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect is subsequently disclosed to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer on a non-confidential basis by a Third Party without obligations of the Receiving Party shall certify to such destruction in writingconfidentiality with respect thereto.

Confidentiality. (a) During the term of this Agreement and thereafter, the parties hereto shall, and shall instruct 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, Recipient) undertakes to protect the other party’s Confidential Information as keep confidential all information given to it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the parties, any party receiving any Confidential Information of by the other party (the “Receiving Disclosing Party”) may use Confidential Information only for or otherwise in the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised possession of the terms Recipient relating to or otherwise concerning the Disclosing Party, the Issuer or a Relevant Agreement. The undertakings in clause 12.1 will not apply to information which: is disclosed with the prior written consent of this Section 4.01 and the Receiving Party shall be liable for any Disclosing Party; at the time of supply is in the public domain; subsequently comes into the public domain, except through breach of these confidentiality provisions by such Personsthe undertakings set out in clause 12.1; provided, however, that any Receiving is already in the lawful possession of the Recipient; subsequently comes lawfully into the possession of the Recipient from a third party who does not owe the Disclosing Party may disclose such Confidential Information an obligation of confidence in relation to it; is disclosed in confidence to the extent Recipient’s professional advisers or auditors where such Confidential Information disclosure is considered necessary by the Recipient, acting reasonably, and provided that, where reasonably practicable, where the Guarantor proposes to make such disclosure it shall have notified the Protected Parties in advance of the proposed form, timing, nature and purpose of the disclosure; is disclosed by the Guarantor in confidence to a member of the same group (as defined in section 421 of the Financial Services and Markets Act 2000) provided that, where reasonably practicable, the Guarantor making such disclosure has notified the Protected Parties in advance of the proposed form, timing, nature and purpose of the disclosure; or is required to be disclosed by law, regulation or any governmental or competent regulatory authority, whether in the United Kingdom or elsewhere, provided that, save in the case of a Governmental Orderdisclosure made by a Protected Party which falls within clause 12.3 below, the Recipient making such disclosure has promptly notified the Disclosing Party in advance of the proposed form, timing, nature and purpose of the disclosure. Nothing in this clause 12.3 shall preclude the disclosure of information in any case in which disclosure is made by any Protected Party or any of its officers or employees: in the course of general disclosure relating to the Relevant Agreement, provided that such general disclosure does not identify or name the Issuer; to any other Protected Party, the FCA, HM Revenue & Customs or any other governmental body or relevant regulatory authority, whether in the United Kingdom or elsewhere; for the purposes of any criminal investigation whatever which is being or may be carried out or of any criminal proceedings whatever which have been or may be initiated, in which either case whether in the Receiving Party shall promptly notify, United Kingdom or elsewhere; or for the purpose of enabling or assisting the Bank to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information discharge its functions as a monetary authority. The parties agree that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall damages may not include be an adequate remedy for any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third clause 12 by either party without a duty or any of confidentiality; (iii) was its directors, officers, employees, agents, sub-contractors, affiliates, professional advisers or auditors and the parties shall be entitled to seek any legal and/or equitable relief, including injunction, in the possession event of any breach of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination provisions of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingclause 12.

Confidentiality. 4.1 Confidential Information shall include the terms and conditions of this Agreement, the terms and conditions of any and all agreements between Candidate and Client, the fact that Client is considering entering into, may enter into, or has entered into any IP Agreement with Candidate, any and all agreements between Candidate and other third parties involving the IP Rights and any actions taken by Client to enforce the IP Rights or any licensing or other agreements resulting therefrom, any patent applications, any information pertaining to patent applications, and any information identified by either of the parties to this Agreement as "confidential,'' but shall specifically exclude the following information (except that the terms and conditions hereof shall always be kept confidential and shall not · be subject to the following exceptions): (a) During which, as shown by written records, was in the term non-disclosing party's possession prior to receipt from the disclosing party; or (b) which is, at the time of disclosure, or thereafter becomes a part of the public domain through no act or omission by the non-disclosing party; or (c) which is, thereafter lawfully disclosed to the non-disclosing party by a third party which did not acquire the information under an obligation of confidentiality from or through the disclosing party; or (d) which is, subsequent to disclosure, independently developed by the non-disclosing party without reference to the Confidential Information of the disclosing party. 4.2 The party receiving Confidential Information (the "Recipient") from the disclosing party ("Discloser") may only use such Confidential Information iu furtherance of the purposes of this Agreement and thereaftermay only disclose such Confidential Information, the parties hereto shallon a need-to-know basis, to: (a) its employees; (b) employees of its parent and subsidiary companies or affiliates, and shall instruct their respective Representatives toin the case of Client, maintain in confidence with its members; (c) its directors; (d) its investors; and not disclose the other party’s financial(e) its legal counsel, technical, sales, marketing, development, personnel, auditors 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 (consultants. Before disclosure to any such informationparty, “Recipient will have an agreement in place requiring the party to treat .Confidential Information in accordance with the use and disclosure restrictions contained in this Agreement. Recipient may disclose Confidential Information”). Each Information to the extent required by law; provided, however, that Recipient must give the disclosing party hereto prior written notice and make a reasonable effort to obtain a protective order. 4.3 Recipient shall use protect the disclosed Confidential Information by usiug the same degree of care, but no less than a reasonable degree of care, to protect prevent the other party’s Confidential Information unauthorized use, dissemination, or publication of the C'..onfidential Information, as it Recipient uses to protect its own Confidential Information confidential information of a like nature. Unless otherwise authorized in any other agreement between ipCapital Licensing Company • ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ #▇▇▇ • ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Phone:(▇▇▇) ▇▇▇-▇▇▇▇ • Fax:(▇▇▇) ▇▇▇-▇▇▇▇ 4.4 A disclosing party can require the parties, any party receiving any return of its Confidential Information Infomation by sending a written notice to the Recipient. The Recipient will have thirty (30) days after receipt of the other party (written notice to return the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information Infomation to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Orderparty. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. (a) During the term of this Agreement and thereafter, the parties hereto shall, and 10.1 The Parties shall instruct 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 other agreement between the parties, any party receiving any Confidential Information (defined below) of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving another Party may disclose such Confidential Information only or any information with respect to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and Agreement (other than to acknowledge the Receiving existence of this Agreement or the fact that a Party shall be liable for any breach has the covenants granted herein) without the prior written consent of these confidentiality provisions by such Persons; providedthe other Party or Parties, however, that any Receiving Party as the case may disclose such Confidential Information to the extent such be. Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving disclosing Party can demonstrate: considers to be confidential or proprietary, whether disclosed to the other Parties before or after the Effective Date, or that otherwise provides it with a competitive advantage, but does not include information which (i1) is or becomes part of the public domain by any means other than the receiving party’s breach of its obligations hereunder; (2) was publicly known to the receiving party at the time of disclosure to it, or has become publicly known through no act of by the Receiving Party or its Representatives in breach of this Section 4.01disclosing party; (ii3) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party is, at any time, disclosed to the receiving party by any third party having the right to disclose the same; or upon expiration (4) is developed by an employee(s) or termination agent/consultant of the receiving party without use of any Confidential Information disclosed by the disclosing party. This prohibition includes, but is not limited to, press releases, education and scientific conferences, promotional materials, and discussions with the media. The foregoing restrictions shall not apply to confidential discussions with advisors, including lawyers, accountants, lenders, and investment bankers, or in the context of a customary due diligence investigation of any Party. If any Party reasonably determines that a release of such information is required by law (including securities or tax law) or the Rules of the New York Stock Exchange or any exchange on which the Parties’ securities are listed or on which an application for listing is now or is at any time in the future pending (“Stock Exchange Rules”) or other governmental body or by applicable accounting requirements, or that a release of such information on a confidential basis to a relevant tax authority is reasonably appropriate in connection with a governmental review of the transactions contemplated hereby, it shall promptly notify the other Party or Parties in writing at or before the time of the proposed release, if practicable. The notice shall include the exact text of the proposed release and the time and manner of the release. At the other Party’s request and before the release, the Party desiring to release the information shall consult with the other Party on the necessity for the disclosure and the text of the proposed release. Absent approval in advance from the other Party, in no event shall a release include information regarding the existence or terms of this Agreement that is not required by law (including securities or tax law) or the Stock Exchange Rules or other governmental body or by applicable accounting requirements or reasonably appropriate for disclosure on a confidential basis to a relevant tax authority in connection with a governmental review of the transactions contemplated hereby. Any such release shall be mutually reviewed and approved by the Parties. Should any third party seek to obtain any information by legal process with respect to the existence or terms of this Agreement from any ServiceParty hereto, such Party to this Agreement shall promptly notify the Receiving other Party agrees promptly or Parties hereto, who may then take appropriate measures to return or destroy, at avoid and minimize the Disclosing Party’s option, all Confidential Informationrelease of such information. If such Confidential Information An initial Press Release to be issued jointly by the Parties is destroyed, an authorized officer attached as Exhibit I. 10.2 Section 10.1 shall not apply to any disclosure in the context of any litigation among the Parties. Each of the Receiving Protective Orders filed in the Actions by and among the Parties hereto shall remain in force and effect, and documents produced in discovery by any other Party and not introduced as evidence or an exhibit at trial shall certify to such destruction in writingbe returned or destroyed.

Confidentiality. (a) During Each of the Parties hereto, on behalf of itself and its Affiliates, agrees to refrain from using in any manner and to keep confidential in the same manner as it protects the confidentiality of similar information and data of its own, any and all confidential information and confidential data which it has received as a result of this Agreement (whether prior to, on or after the Closing Date) or any investigation made in connection herewith, except to the extent that such Party can demonstrate that the information and/or data (i) was already known to it or in its possession on a non-confidential basis on the date of receipt, (ii) is subsequently disclosed to it on a non-confidential basis by a third party which does not have an obligation of confidentiality with the non-disclosing Party with respect to such information or (iii) is otherwise publicly available on a nonconfidential basis. Notwithstanding the foregoing, each of the Parties and their respective Affiliates shall be free (A) to disclose any such information or data to the extent (i) required by law, (ii) required by a Governmental Authority in a duly authorized investigation or (iii) during the course of a proceeding or other legally required filing (including, without limitation, with respect to taxes or regulatory compliance) and (B) to use all information and data in their possession on the Closing Date hereof (and not received from the other Party) and all information and data developed by them during the term of this Agreement and thereafterfollowing any termination of this Agreement. Prior to any disclosure by either Party pursuant to the preceding sentence, the parties hereto shallParty proposing such disclosure shall be required to give the non- disclosing Party reasonable prior notice of such intended disclosure and, if requested by the non-disclosing Party, use reasonable best efforts to assist the non-disclosing Party's efforts to obtain a protective order or similar protection. (b) If this Agreement is terminated for any reason whatsoever, Buyer will return (or, if requested by Seller, destroy) to the Seller all tangible embodiments (and all copies) of all confidential information and data which are in Buyer's possession and Buyer will not, nor will it permit any of its employees, agents or representatives to, use or disclose to any third party any such confidential information or data (except to the extent such information becomes publicly available through no fault of Buyer, its affiliates or representatives or disclosure thereof is required by law). (c) In addition, neither Buyer nor Seller shall instruct disclose the existence or terms of this Agreement to any Person without prior written consent of the other Party, except that each of the Parties and their respective Representatives toAffiliates shall be free to disclose any such information or data to the extent (i) required by law, maintain (ii) required by a Governmental Authority in confidence and not disclose a duly authorized investigation or (iii) that during the course of a proceeding or other party’s financial, technical, sales, marketing, development, personnel, and other information, records, or data, legally required filing (including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications with respect to taxes or any other proprietary or confidential information, however recorded or preserved, whether written or oral (any such information, “Confidential Information”regulatory compliance). 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” Seller shall not include be permitted (subject to a customary confidentiality agreement) to disclose the existence and terms of this Agreement to a prospective purchaser of all or any information that the Receiving Party can demonstrate: (i) was publicly known at the time part of disclosure to it, or has become publicly known through no act of the Receiving Party Seller's or its Representatives in breach Affiliates' contact lens business to which this Agreement relates. Buyer may disclose (subject to a customary confidentiality agreement to be supplied to Buyer by Seller) the existence and terms of this Section 4.01; (ii) was rightfully received from Agreement to a third party without a duty of confidentiality; (iii) was only in the possession course of negotiations for the Receiving Party without restriction in relation to disclosure before the date potential sale or transfer of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential InformationBuyer's contact lens business which would be permitted under Section 7.15 hereof. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. (a) During PFIZER and IMMUCELL each agree that during the term of this Agreement and thereafterfor at least five (5) years after the expiration or termination hereof, the parties hereto shall, it will: (a) protect and shall instruct their respective Representatives to, maintain hold in confidence and not disclose the Confidential Information of the other party’s financial, technical, sales, marketing, development, personnel, and other information, records; (b) not disclose or use, or datacaused to be disclosed or used, includingsuch Confidential Information to or by any person except with the prior written consent of the other party or except to the extent reasonably necessary to carry out its responsibilities under this Agreement or under applicable law; (c) handle, 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 preserve and protect such information, “Confidential Information”). Each party hereto shall use Information with at least the same degree of care, but no less than reasonable care, to protect the other party’s Confidential Information as it uses to protect care that such party affords its own confidential information; and (d) use diligent efforts to ensure that each of its agents, representatives, Affiliates, sublicensees and distributors preserves and protects the confidentiality of such Confidential Information of like natureInformation. Unless otherwise authorized in any other agreement between the partiesA party who discloses to its agents, any party receiving any representatives, Affiliates, sublicensees and distributors Confidential Information of the other party shall (i) upon such disclosure, advise such persons of the “Receiving Party”) may use Confidential Information only for the purposes confidential nature of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall (ii) be liable responsible for any breach of these confidentiality provisions by such Persons; providedpersons. The foregoing requirements shall be in addition to those under Section 2.1(b), howeverrelating to disclosures to prospective sublicensees. (b) PFIZER and IMMUCELL each agree that it shall notify the other party of receipt of any process, that subpoena, demand or request by any Receiving Party may person to disclose such Confidential Information of the other party, and shall, as soon as practicable but in no event later than three (3) Business Days from the date of such receipt, furnish to the extent other party a copy of such Confidential Information is required to be disclosed by a Governmental Orderprocess, in which case subpoena, demand or request and inform the Receiving Party shall promptly notifyother party of the circumstances relating thereto. Such party shall, to the extent possibleat its cost and expense, the disclosing party (the “Disclosing Party”), and take all reasonable steps to assist in contesting maintain and protect the confidentiality of the Confidential Information of the other party. If such Governmental Order or in protecting party is legally compelled to disclose the Disclosing Party’s rights prior to disclosureConfidential Information of the other party, and in which case the Receiving Party shall then such party may, without liability under this Agreement, disclose only disclose that portion of such Confidential Information that it is advised by its counsel in writing that it is legally bound compelled to disclose under and shall, within ten (10) days from the date of such Governmental Orderdisclosure, furnish to the other party a copy of the Confidential Information disclosed and all correspondence and communications relating to such disclosure. (bc) Notwithstanding the foregoing, “PFIZER may disclose IMMUCELL Confidential Information” shall not include any information that the Receiving Party can demonstrate: Information to (i) was publicly known at Governmental Authorities (A) to the time of disclosure extent desirable to itobtain or maintain government approvals for the Licensed Product within the Territory and (B) in order to respond to inquiries, requests or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01investigations; and (ii) was rightfully received to outside consultants, scientific advisory boards, and non-clinical and clinical investigators to the extent desirable to develop, register or market the Licensed Product; provided that PFIZER shall obtain the same confidentiality obligations from a such third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by parties as it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement obtains with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer its own similar types of the Receiving Party shall certify to such destruction in writingproprietary information.

Confidentiality. The terms of this Agreement, including, but not limited to, the Settlement Payment, and the discussions and circumstances preceding and surrounding this Agreement shall be confidential and may not be shared with any non-Party or disseminated publicly except that (a) During the term any Party may disclose any or all terms of this Agreement and thereafteras is reasonably necessary for it to enforce the terms hereof in the event of an alleged breach or in connection with any other action related to this Agreement; (b) any Party may make such disclosure as it reasonably believes is required by law (including applicable securities laws), except to the extent that such disclosure is requested by subpoena, court order or by request of any governmental entity, the parties hereto shalldisclosing Party shall promptly (in writing and within a reasonable time prior to any such disclosure) notify the non-disclosing Parties of such subpoena, court order, or request; (c) any Party may make any such disclosure to its auditors, lawyers, tax advisors, investors, lenders, insurers or indemnitors as is reasonably necessary or appropriate, so long as such recipient is already obligated to keep such information confidential or so long as the disclosing Party otherwise informs them of the confidentiality obligations contained herein; and (d) any Party may make such disclosure as the Parties may otherwise agree in writing. Each of the Parties further agrees that neither they nor their counsel, representatives, nor agents shall issue a press release or otherwise make or cause to be made any public statements concerning the terms of this Agreement without the express written approval of each other Party, except where disclosure is required by law (including applicable securities laws) in which case the disclosing Party may make a press release or other public disclosure notwithstanding the failure of the other Party to approve the text of such press release or other public disclosure, provided that the disclosing Party has made commercially reasonable efforts in the particular circumstances to allow the other Party an opportunity to comment on such press release or other public disclosure. Furthermore, a disclosing Party may make further public disclosure without obtaining the prior consent of the other Party to the extent such disclosure is consistent with the prior disclosure of the disclosing Party. In the event that any Party breaches this Section 5, the non-breaching Party or Parties shall be entitled to recover any and all costs, including attorneys’ fees associated with enforcing this Agreement, and shall instruct their respective Representatives tothe breaching party agrees to indemnify and hold the non-breaching party(ies) harmless from and against any and all claims, maintain in confidence and not disclose the other party’s financialcauses of action, technicaldamages, sales, marketing, development, personnelsuits, and other information, records, liabilities of any kind or datacharacter whatsoever, including, without limitation, customer listsattorneys’ fees and costs, 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s said indemnity rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known accruing immediately at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Informationbreach. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. Each Party agrees as follows: (a) During the term of this Agreement and thereafter, the parties hereto shall, and shall instruct 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information disclosed by the other Party only for the purposes of fulfilling its obligations under this Agreement described herein; (b) that such Party will not reproduce Confidential Information disclosed by the “Permitted Purpose”). Any Receiving other Party may disclose and will hold in confidence and protect such Confidential Information only from dissemination to, and use by, any third party; (c) that neither Party will create any derivative work from Confidential Information disclosed to such Party by the other Party; (d) to restrict access to the Confidential Information disclosed by the other Party to such of its Representatives personnel, agents, and/or consultants, if any, who have a need to know such information for the Permitted Purpose have access and who have been advised of and have agreed in writing to treat such information following the terms of this Section 4.01 Agreement; and (e) to the Receiving extent practicable, return or destroy, all Confidential Information disclosed by the other Party that is in its possession upon termination or expiration of this Agreement. Notwithstanding the preceding, Customer agrees that Record System may collect aggregated statistical data regarding Customer’s use of the Services and provide such aggregated statistical data to third parties. In no event shall be liable Record System provide to third parties specific data regarding the Customer or Customer’s authorized users. Notwithstanding the preceding, these provisions will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for any breach of these confidentiality provisions release or disclosure by such Persons; providedthe disclosing Party without restriction. Notwithstanding the preceding, however, that any Receiving each Party may disclose such Confidential Information to the limited extent such Confidential Information is required (x) to be disclosed by comply with the order of a Governmental Ordercourt or other governmental body or as otherwise necessary to comply with applicable law, in which case provided that the Receiving Party making the disclosure under the order shall promptly notify, first have given written notice to the extent possible, the disclosing party other Party and made a reasonable effort to obtain a protective order; or (the “Disclosing Party”), and take reasonable steps y) to assist in contesting such Governmental Order or in protecting the Disclosing establish a Party’s rights prior under this Agreement, including to disclosure, and in which case the Receiving Party shall only disclose make such Confidential Information that court filings as it is advised by its counsel in writing that it is legally bound may be required to disclose under such Governmental Orderdo. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. (a) During the term of this Agreement a. HYALURON and thereafter, the parties hereto shall, and shall instruct 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 CLIENT agree to treat 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 other agreement between the parties, any party receiving any Confidential Information of information obtained from the other party (the “Disclosing Party”) or from a third-party performing services for the Disclosing Party in the course of the performance of this Agreement, and anything derived therefrom, including information generated in the course of performance of this Agreement, (collectively the “Information”) as the confidential and exclusive property of the Disclosing Party. b. The party receiving such Information (the “Receiving Party”) may agrees not to disclose any of the Information to any third-party without first obtaining the written consent of the Disclosing Party. c. The Receiving Party agrees that it will use Confidential the Information only for the purposes of fulfilling satisfying its obligations under this Agreement (Agreement, and for no other purpose without the “Permitted Purpose”). Any prior written consent of the Disclosing Party. d. The Receiving Party may disclose such Confidential agrees to take all practicable steps to insure that the Information only will not be used by its directors, officers, employees or consultants, except on like terms of confidentiality as aforesaid, and will be kept fully private and confidential by them. e. Confidentiality shall not apply to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised that part of the terms of this Section 4.01 and Information which the Receiving Party shall is able to demonstrate by documentary evidence: i. was fully in the Receiving Party’s possession prior to receipt from the Disclosing Party or from a third-party performing services for the Disclosing Party; or ii. was in the public domain at the time of the receipt form the Disclosing Party; or iii. became a part of the public domain through no fault of the Receiving Party, its directors, officers, employees or consultants; or iv. was lawfully received by the Receiving Party from some third-party having a right of further disclosure, other than an Affiliate of the Disclosing Party or a third party performing services for the Disclosing Party; or v. is required to be liable for any breach of these confidentiality provisions disclosed by such Personsapplicable law or regulation; provided, however, that any Receiving Party may disclose such Confidential Information to in the extent such Confidential Information is event of a required to be disclosed by a Governmental Orderdisclosure, in which case the Receiving Party shall promptly notify, provide the Disclosing Party with prompt notice of the required disclosure so that the Disclosing Party may have an opportunity to prevent the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the same. Upon Disclosing Party’s rights prior request, Receiving Party will use reasonable efforts to disclosure, and in which case assist Disclosing Party to obtain assurances that confidential treatment will be accorded to the Information disclosed pursuant to this Section XIII.e.v. Receiving Party shall only disclose such Confidential give Disclosing Party written notice of any Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure be disclosed pursuant to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential InformationXIII.e.v. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. (a) During the term of this Agreement and thereafter, the parties hereto shallEach party shall hold, and shall instruct their cause its respective Representatives toAffiliates and representatives to hold, 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 all Confidential Information as made available to he, she or it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between connection with the partiesExchange in strict confidence, any party receiving any Confidential Information of the other party (the “Receiving Party”) may shall not use Confidential Information only such information except for the purposes sole purpose of fulfilling its obligations under this Agreement (evaluating the “Permitted Purpose”). Any Receiving Party may Exchange and shall not disseminate or disclose any of such Confidential Information only information other than to its Representatives directors, officers, managers, employees, stockholders, interest holders, Affiliates, agents and representatives, as applicable, who have a need to know such information for the Permitted Purpose and who have been advised sole purpose of evaluating the terms Exchange (each of this Section 4.01 and the Receiving Party whom shall be liable for any breach of these confidentiality provisions informed in writing by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (of the “Disclosing Party”confidential nature of such information and directed by such party in writing to treat such information confidentially). The above limitations on use, dissemination and take reasonable steps disclosure shall not apply to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at is learned by the time of disclosure disclosing party from a third party entitled to disclose it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a becomes known publicly other than through the disclosing party or any third party without a duty who received the same from the disclosing party, provided that the disclosing party had no Knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) was in is required by law or court order to be disclosed by the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party parties; or (iv) was developed 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 party is required by it independently without any reliance on court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the Confidential Information. confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall to the extent permitted by law: (ci) Upon demand by promptly notify the Disclosing Party 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 any timethe expense of the non-disclosing party, in obtaining a protective or upon expiration or termination of this Agreement similar order with respect to any Service, such information; and (iii) provide only that amount of information as the Receiving Party agrees promptly disclosing party is advised by its counsel is necessary to return strictly comply with such court order or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingsubpoena.

Confidentiality. (a) During the term of this Agreement and thereafter, the parties hereto shallEach party shall hold, and shall instruct their cause its respective Representatives toAffiliates and representatives to hold, 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 all Confidential Information as made available to it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between connection with the partiesTransactions in strict confidence, any party receiving any Confidential Information of the other party (the “Receiving Party”) may shall not use Confidential Information only such information except for the purposes sole purpose of fulfilling its obligations under this Agreement (evaluating the “Permitted Purpose”). Any Receiving Party may Transactions and shall not disseminate or disclose any of such Confidential Information only information other than to its Representatives directors, officers, managers, employees, shareholders, interest holders, Affiliates, agents and representatives, as applicable, who have a need to know such information for the Permitted Purpose and who have been advised sole purpose of evaluating the terms Transactions (each of this Section 4.01 and the Receiving Party whom shall be liable for any breach of these confidentiality provisions informed in writing by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (of the “Disclosing Party”confidential nature of such information and directed by such party in writing to treat such information confidentially). The above limitations on use, dissemination and take reasonable steps disclosure shall not apply to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at is learned by the time of disclosure disclosing party from a third party entitled to disclose it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a becomes known publicly other than through the disclosing party or any third party without a duty who received the same from the disclosing party, provided that the disclosing party had no knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) was in is required by law or court order to be disclosed by the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party parties; or (iv) was developed by it independently without any reliance on is disclosed with the Confidential Information. (c) Upon demand by express prior written consent thereto of the Disclosing Party at any time, or upon expiration or termination other party. The parties shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained in accordance with the provisions of this Agreement Section 4.1. Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information that is 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 nondisclosing 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 any Service, such information; and (iii) provide only that amount of information as the Receiving Party agrees promptly disclosing party is advised by its counsel is necessary to return strictly comply with such court order or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingsubpoena.

Confidentiality. (a) During the term of this Agreement and thereafter, the parties hereto shall, and shall instruct 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 or its Affiliates or contractors (a “Disclosing Party”) may, from time to time, prior to or after the same degree of careEffective Date, but no less than reasonable care, disclose 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may information of a technical or non-technical nature that is not generally known to the trade or public. The Receiving Party agrees that it will not use Confidential Information only for the purposes of fulfilling any purpose other than as necessary to perform its obligations under this Agreement (and the “Permitted Purpose”). Any Supply Agreement, and will not disclose to anyone in any manner whatsoever, any such information, including, without limitation, information relating in any way to the products, processes, and services of the Disclosing Party, which becomes known to the Receiving Party may disclose such Confidential Information only on or prior to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised latter of the terms date of the (a) termination of this Agreement or (b) termination or expiration of the Supply Agreement. The obligations of this Section 4.01 and 8.3 will not apply to information that (i) is known to the Receiving Party shall be liable for any breach of these confidentiality provisions as shown by such Personswritten records prior to its disclosure by the Disclosing Party or its Affiliates or its contractors; provided, however, that any Receiving Party may disclose such Confidential Information (ii) becomes public information or is generally available to the extent such Confidential Information public other than by an unauthorized act or omission of the Receiving Party; or (iii) is required to be disclosed received by a Governmental Order, in which case the Receiving Party from third parties who are in rightful possession of such information and who are lawfully entitled to disclose such information to the Receiving Party and did not receive such information from Disclosing Party. From and after the Closing Date, the Transferred Assets and all confidential information related solely and exclusively to the Transferred Assets or the manufacture thereof shall promptly notifybe considered the confidential information of Buyer under this Section 8.3 and the obligations of this Section 8.3 in respect thereof will apply to Seller and not the Buyer. It being understood for the avoidance of doubt, that, without limitation, to the extent possibleany confidential information related to the Transferred Assets or the manufacture thereof is used by the Seller in the retained business thereof, such confidential information shall constitute the disclosing party confidential information of both Parties. Upon the latter of (x) the “Disclosing Party”)date of termination of this Agreement or (y) the termination or expiration of the Supply Agreement, and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information will return to the Disclosing Party all documents that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any confidential information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or its contractors (iv) was developed by it independently without any reliance on other than the Confidential Information. (c) Upon demand by Transferred Assets), including all copies of such documents or extracts therefrom, if any, and will make no further use of such information. To the extent that the confidential information relates to the Products, each Disclosing Party at any timeor Receiving Party, or upon expiration or termination as the case may be, shall create an internal firewall and use reasonable best efforts to protect against the disclosure of this Agreement with respect such information to any Service, the Receiving Party agrees promptly to return or destroy, at the such Disclosing Party’s optionor Receiving Party’s, all Confidential Informationas the case may be, marketing and sales personnel. If such Confidential Information is destroyed, an authorized officer Effective as of the Receiving Party shall certify to such destruction in writingClosing, the Confidentiality Agreement will terminate without further action by the parties thereto.

Confidentiality. Seller and Purchaser, and each of its respective representatives, shall hold in strictest confidence all data and information obtained with respect to Seller or its business, or Purchaser or its business, whether obtained before or after the execution and delivery of this Agreement (other than information which is (a) During the term of this Agreement and thereafter, the parties hereto shall, and shall instruct 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure or becomes disclosed (other than by a party bound to itkeep the information confidential) to the public, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (iib) was rightfully received from a third party without restrictions, (c) independently developed, (d) furnished (other than by a duty of confidentiality; party bound to keep the information confidential) to a third party without restriction, (iiie) was approved for release by written authorization from Seller or Purchaser, as applicable, or (f) already rightfully in the possession of Seller or Purchaser without restriction), and shall not disclose the Receiving Party without restriction same to others; provided, however, that it is understood and agreed that Seller or Purchaser may disclose such data and information to the employees, consultants, accountants and attorneys of Seller or Purchaser provided that such persons agree in relation writing to disclosure before treat such data and information confidentially. In the date event this Agreement is terminated or Seller or Purchaser fails to perform hereunder, each of receipt Seller and Purchaser shall promptly return to the other any statements, documents, schedules, exhibits or other written information obtained from the Disclosing Party other in connection with this Agreement or (iv) was developed by it independently without the transaction contemplated herein. It is understood and agreed that, with respect to any reliance on provision of this Agreement which refers to the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect and the return of the ▇▇▇▇▇▇▇ Money to Purchaser, such ▇▇▇▇▇▇▇ Money shall not be returned to Purchaser unless and until Purchaser has fulfilled its obligation to return to Seller the materials described in the preceding sentence. In the event of a breach or threatened breach by Seller or Purchaser, or any Serviceof its respective agents or representatives, of this Section 10.1, the Receiving Party agrees promptly non-breaching party shall be entitled to return an injunction restraining the breaching party or destroyits agents or representatives from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Seller or Purchaser from pursuing any other available remedy at the Disclosing Party’s option, all Confidential Informationlaw or in equity for such breach or threatened breach. If such Confidential Information is destroyed, an authorized officer The provisions of the Receiving Party this Section 10.1 shall certify to such destruction in writingsurvive Closing or any early termination of this Agreement.

Confidentiality. (a) During the term of Each party to this Agreement and thereafter, the parties hereto shall, and shall instruct 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 agrees that 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 information obtained by it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the parties, any party receiving any Confidential Information of from the other party (pursuant to this Agreement, including the “Receiving Party”) may use Confidential Information major terms of this Agreement, shall be kept in the strictest confidence and shall only be used for the purposes proper performance of fulfilling its obligations under this Agreement (Agreement. Confidential information of the “Permitted Purpose”). Any Receiving Party disclosing party may disclose such Confidential Information only not be disclosed by the recipient to its Representatives who any third party except to employees and agents of the recipient that have a need to know such confidential information for the Permitted Purpose to perform recipient’s obligations or exercise recipient’s rights under this Agreement and who have been advised executed a written confidentiality agreement or are bound by confidentiality obligations at least as protective of disclosing party’s confidential information as the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information Agreement. A party’s obligations with respect to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” confidential information shall not include any apply to information that the Receiving Party can demonstrate: (iwhich: a) was publicly known at the time of disclosure to it, is in or has become publicly known through no act becomes part of the Receiving Party or its Representatives in public domain otherwise than by breach of this Section 4.01Agreement; (iior b) the recipient can demonstrate was rightfully in its possession at the date of receipt thereof; or c) is legally received by the recipient from a third party having the legal right to transmit the same; or d) is independently developed by the recipient or any of its Affiliates without a duty the benefit of confidentiality; (iii) was in any disclosure by the possession disclosing party. In the event the recipient is required by judicial or administrative process to disclose confidential information of the Receiving Party without restriction in relation other party, it shall promptly notify said party thereof so that said party may oppose such process or reduce the scope of such disclosure. bioMérieux shall be entitled to disclosure before disclose the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination terms of this Agreement and the royalty reports received from Licensee to its licensors of the Patents under confidentiality terms substantially similar to those contained herein. The foregoing obligation shall cease five (5) years after termination or expiration of this Agreement. Neither party shall issue any press release or other publicity materials, or make any external presentations with respect to any Servicethe existence, terms and conditions of this Agreement without the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer prior written consent of the Receiving Party other party which shall certify not be unreasonably withheld. Notwithstanding the foregoing obligations of confidentiality in this Article 11, each party may determine in its respective reasonable discretion to file this Agreement with the Security and Exchange Commission or any foreign equivalent (e.g., in a Quarterly Report on Form 10-Q or *** CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Annual Report on Form 10-K or any foreign equivalent) or as otherwise required by law, regulation or the rules of any securities exchange on which such destruction party’s securities are traded. The filing party shall seek confidential treatment for at least the financial terms hereof in writingconnection with any such filing, subject to applicable law, regulation or rule of any applicable securities exchange, and shall so notify the other sufficiently in advance to enable the other party to comment and advise on the proposed filing.

Confidentiality. (a) During the term of this Agreement and thereafter, the parties hereto shall, and shall instruct their respective Representatives to, maintain Each party agrees that it will keep in confidence and not disclose prevent the other party’s financialacquisition, technicaldisclosure, salesuse or misappropriation by any person or persons all types of and/or quantities of components, marketingtypes of systems, new product development, personnel, and other technical information, records, or data, includingformulas, without limitationpatterns, compilations, programs, devices, methods, techniques, marketing plans, business procedures, customer lists, and supplier lists, trade secretsagreements with any suppliers, designssupplements, product formulationstechniques or know-how, product specifications processes 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 intellectual proprietary information which is received from the other party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party Agreement, provided; however, that neither party shall be liable for disclosure of any data if the same is disclosed with the prior written approval of the other party. Each party agrees that if it breaches the non-disclosure agreement, the owner of the confidential or proprietary information shall suffer irreparable injury and be entitled immediately to a temporary and permanent injunction, in addition to the other remedies for breach of these the entire agreement. This non-disclosure agreement shall survive the termination or expiration of the entire agreement. Both parties shall be entitled to attorneys' fees for enforcement of this section. The foregoing confidentiality provisions obligation shall not apply to information which the recipient can demonstrate by such Personswritten evidence was (i) lawfully in its possession prior to its first receipt from the deliverer (ii) is or becomes publicly available without breach of this Agreement by the party receiving the Confidential Information; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information (iii) is required to be disclosed released for disclosure by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party with its written consent; (iv) is known by the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights receiving party prior to the disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (iiv) was rightfully is rightly received by the receiving party from a third party without confidential limitations; (vi) is hereafter disclosed to a duty third party without restriction on disclosure, which at the date hereof or hereafter becomes available in the public domain without breach by the recipient of confidentialitythis Agreement or any unlawful act. Each party (i) agrees not to disclose Confidential Information given to it by the other party to any person, real or legal, except as necesssary for the other party to perform its obligation under this Agreement; (ii) shall require its employees having access to Confidential Information and any third party to whom disclosure of Confidential Information is necessary to sign a confidentiality agreement containing provisions similar to this Agreement; (iii) was shall exercise the same degree of care to safeguard the confidentiality of such Confidential Information as it would exercise in protecting the confidentiality of similar property of its own (but in no event less than is standard in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or industry); and (iv) was developed by it independently without agrees to use its diligent efforts to prevent inadvertent or unauthorized disclosure, publication or dissemination of any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Each party shall notify the other of any actual or suspected unauthorized use or disclosure of Confidential Information is destroyedor infringement of any of Supplier's proprietary rights of which such party has knowledge and will reasonably cooperate with the other party in the investigation and prosecution of such unauthorized use, an authorized officer of the Receiving Party shall certify to such destruction in writingdisclosure or infringement.

Confidentiality. (a1) During the term The content of this Agreement and thereafter, the parties hereto shall, and shall instruct their respective Representatives to, maintain be kept in confidence by both Parties. Either Party shall keep strictly private and not disclose confidential all know-how, documents, data or other information which it receives in connection with the negotiation, execution and after the date of this Agreement by the other party’s financial, technical, sales, marketing, development, personnel, and other information, records, Party and/or its affiliated companies 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 it acquires possession of (any such information, hereinafter “Confidential Information”). Each party hereto ) and 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use such Confidential Information only for the purposes purpose of fulfilling fulfillment of its duties and obligations under this Agreement (the “Permitted Purpose”)hereunder unless otherwise agreed upon in writing. Any Receiving Either Party may disclose such shall ensure that only employees have access to Confidential Information only to its Representatives who have a need to know such information it for the Permitted Purpose purpose of fulfillment of this Agreement and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, bound in which case the Receiving Party shall promptly notifywriting, to the extent possiblelegally permissible, the disclosing party to keep secrecy and to restricted use in accordance with this Article 10. (the “Disclosing Party”), and 2) The receiving Party shall take reasonable steps necessary to assist in contesting such Governmental Order prevent the Confidential Information disclosed to or in protecting known by any third party. The affiliated companies of the Disclosing Party’s rights prior to disclosure, and in which case the Receiving receiving Party shall only disclose such Confidential Information not be regarded as third parties provided that it is advised by its counsel in writing that it is legally they have been bound to disclose under such Governmental Orderkeep secrecy and to restricted use in accordance with this Article 10. (b3) Notwithstanding All Confidential Information must be returned in full to the foregoing, “Confidential Information” disclosing Party without undue delay after the termination of this Agreement upon written request. The Party obliged to return the same shall not include withhold any information that duplicates or copies; electronically stored Confidential Information shall be expunged from any computer, word processor or other device into which it has been programmed. (4) These obligations shall not apply with regard to Confidential Information which as the Receiving receiving Party can demonstrate: (ishow a) was publicly known at the time of disclosure to itwas part, or has become publicly known thereafter becomes part of the public domain through no act fault of the Receiving Party or its Representatives in breach of this Section 4.01receiving Party; (ii) was rightfully received from a third party without a duty of confidentiality; (iiior b) was in the possession of of, or was known to the Receiving receiving Party prior to its disclosure by the disclosing Party and was obtained by or disclosed to the receiving Party without restriction in relation violation of an obligation of confidentiality by the disclosing third party; or c) subsequent to its disclosure before is obtained by, or disclosed to the date of receipt from receiving Party by a third party having a lawful right to disclose the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Informationsame. (c5) Upon demand by These obligations of confidentiality shall survive the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, for a period of ten (10) years after the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer termination of the Receiving Party shall certify to such destruction in writingthis Agreement.

Confidentiality. 6.1 Each party shall limit access to all Confidential Information to those of its Affiliates and Representatives who require such access to carry out their duties under this Agreement and who are bound by confidentiality obligations at least as strict as those in this Agreement. The receiving party will not, during or after the term of the Agreement: (a) During the term of this Agreement and thereafter, the parties hereto shall, and shall instruct 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 any third party not listed in the preceding sentence; or (b) use the disclosing party’s Confidential Information of like nature. Unless otherwise authorized in for any purpose other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling than as is necessary to exercise its rights or carry out its obligations under this Agreement (Agreement. Notwithstanding the “Permitted Purpose”). Any Receiving Party may disclose such foregoing, Customer and Metaswitch shall have no obligation with respect to any Confidential Information only which: (i) is already in the receiving party’s possession under no duty of confidentiality, other than as a result of a breach of a legal obligation; (ii) is or becomes generally available to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised public through no wrongful act of the terms of this Section 4.01 and receiving party; (iii) is approved for release in writing by the Receiving Party shall be liable for any breach of these confidentiality provisions by such Personsdisclosing party; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information or (iv) is required to be disclosed by order of a Governmental Ordercourt, in which case the Receiving Party shall promptly notifyadministrative agency, or other government body of competent jurisdiction (including without limitation any relevant securities exchange), or by subpoena, summons or other legal process, or by law, rule or regulation, or by applicable regulatory or professional standards, provided that, to the extent possiblepermissible by law, rule or regulation, the disclosing party (the “Disclosing Party”)is given reasonable advance notice of such disclosure and, and take reasonable steps at its own expense, an opportunity to assist in contesting object to such Governmental Order disclosure or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time obtain confidential treatment of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) 6.2 Upon demand termination or the earlier request of the disclosing party, all copies of Confidential Information shall, upon the election of the disclosing party, be returned or certified by the Disclosing Party at receiving party as having been destroyed; provided that Customer may retain Documentation and other materials necessary for Customer’s authorized usage of the Products following termination. Neither party shall make or use any timecopies, synopses, or upon expiration or termination summaries of the other party’s Confidential Information, except as needed internally in connection with the parties’ business relations and in accordance with the Agreement. 6.3 The confidentiality obligations under this Agreement with respect shall not be construed to any Service, limit either party's right to independently develop or acquire products without use of the Receiving Party agrees promptly to return or destroy, at the Disclosing Partyother party’s option, all Confidential Information. If such Confidential Information is destroyedshall not include feedback or enhancement requests provided by Customer on the Products or Services. Either party may publicize the existence of this Agreement, but may not disclose the terms and conditions without prior written consent from the other party. 6.4 The receiving party agrees that the disclosing party retains all rights and remedies available under applicable law in respect of its Confidential Information. The parties acknowledge that damages alone would not be an authorized officer adequate remedy for the breach of any of the Receiving Party provisions of this Section (6). Accordingly, without prejudice to any other rights and remedies it may have, the disclosing party shall certify be entitled to such destruction in writingseek equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Section (6), without the need to post security or to prove damages.

Confidentiality. A Party shall have sole discretion to decide which Confidential Information it discloses (athe Disclosing Party) During to another Party (the term of Receiving Party) for use in connection with this Agreement and thereafter, the parties hereto shall, and shall instruct 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 Project or confidential information, however recorded or preserved, whether written or oral (any such information, “Confidential Information”)Project Agreement. Each party hereto The Receiving Party shall use the same degree of care, precaution (but in no event less than a reasonable degree of care, to protect the other party’s Confidential Information ) as it uses would use to protect its own confidential or proprietary information of like importance to maintain the confidentiality, and prevent unauthorised use or disclosure of Confidential Information of like naturethe Disclosing Party. Unless otherwise authorized The Receiving Party shall not use, adapt or reproduce the Confidential Information, in whole or in part, for any other agreement between purpose except for the partiespurposes of this Agreement or the relevant Project or Project Agreement. The Receiving Party shall hold and keep in confidence any and all Confidential Information and not disclose such Confidential Information or any part thereof to any third party without the Disclosing Party’s prior written approval except: to its employees, students, officers, agents or subcontractors and in the case of Consortium Lead to the members of the Technical Committee, Management Board and relevant government agencies (the Representatives) strictly on a “need to know” basis, and who are bound by obligations of confidentiality; or in the event that the Receiving Party is obligated or requested to disclose any party receiving Confidential Information as a result of a court order or by any governmental or regulatory authority, provided that the Receiving Party, if it is not legally or by such order prohibited from so doing, promptly notifies the Disclosing Party of any such requirement and cooperates with the Disclosing Party to limit such disclosure. The Receiving Party shall procure that its Representatives strictly comply with all of the Receiving Party’s obligations under this Agreement and the relevant Project Agreement as if those obligations were imposed on that person. The Receiving Party shall be responsible for any unauthorised use or disclosure of any Confidential Information of the other party (the “Disclosing Party by any of its Representatives. The Receiving Party”) may use Confidential Information only for the purposes of fulfilling its ’s obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” contained herein shall not include any apply to information that which: is already in the Receiving Party can demonstrate: (i) was publicly possession of or known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in prior to disclosure to the Receiving Party by the Disclosing Party; is or becomes part of the public domain through no fault or breach of this Section 4.01Master Research Agreement or the relevant Project Agreement by the Receiving Party or its Representatives; (ii) was rightfully is received by the Receiving Party from a third party without a duty who is not under, or in breach of, any obligation of confidentialityconfidentiality in disclosing the same; (iii) was in the possession of the or is independently developed by Receiving Party whether on its own or jointly with a third party(ies) without restriction use of or reference to the Confidential Information. The Receiving Party’s obligations of confidentiality under this Clause 10, save for Clause 10.8 which shall survive the expiration or early termination of this Agreement, shall continue in relation to disclosure before force for a period of three (3) years from: the date of receipt from the Disclosing Party expiry or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or early termination of this Agreement in respect of Confidential Information received under this Agreement; or the date of expiry or early termination of the relevant Project Agreement in respect of Confidential Information received under such Project Agreement. The Parties shall comply with respect the Personal Data Protection Act 2012 of Singapore (the PDPA) and all subsidiary legislation related with regard to any Serviceand all personal data collected, obtained and/or held in connection with this Agreement or the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingrelevant Project Agreement.

Confidentiality. (a) During the term of this Agreement and thereafter, the parties hereto shall, and shall instruct 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”). 6.1 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 other agreement between the parties, any party receiving any Confidential Information of the other party Party (the “Receiving Party”) may use is aware that that in the framework and/or as a result of this Agreement, the Receiving Party and its employees shall be exposed to Confidential Information only for (as such term is defined below) of the purposes of fulfilling its obligations under this Agreement (the other Party “Permitted PurposeDisclosing Party”, respectively). Any Receiving Party may disclose hereby acknowledges that all Confidential Information (other than the work products to be owned by the respective Party as prescribed herein) is the exclusive property of the respective Disclosing Party and that disclosure of such Confidential Information only may cause the Disclosing Party to suffer serious competitive disadvantage as well as immediate and irreparable injury and damages. Accordingly, Neither Receiving Party nor any of its Representatives who have a need to know such information employees and/or another on its behalf will, either during the period of collaboration herein and thereafter, use for any purpose (other than for the Permitted Purpose and who have been advised benefit of the terms respective Disclosing Party during the Term) or disclose to any person, firm or entity any of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Disclosing Party’s Confidential Information to the extent such Confidential Information is unless required to be disclosed by a Governmental Orderlaw, in which case the Receiving Party shall promptly notifyshall, if legally permitted, give prompt notice to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior . 6.2 Notwithstanding the foregoing, said undertakings shall not apply to disclosureinformation that the respective Receiving Party can prove to be (a) in the public domain or becomes part of the public domain, and not as a result of any fault of Receiving Party; or (b) already known to the Receiving Party, at the time of receiving such information, without any confidentiality and/or use restrictions, from sources other than the Disclosing Party or in which case relation to the Receiving Party shall only disclose such Confidential Information that it is advised engagement with the Disclosing Party; or (c) subsequently furnished to the Receiving Party, without any confidentiality and/or use restrictions, by its counsel in writing that it is legally bound a third party without breaching a confidential obligation; or (d) required to disclose under such Governmental Orderbe disclosed pursuant to an order of a court of competent jurisdiction or by applicable law or regulation. (b) Notwithstanding the foregoing6.3 By way of illustration and not limitation, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at any and all information concerning the time of disclosure to it, or has become publicly known through no act business and affairs of the Receiving Party Disclosing Party, product specifications, data, know-how, compositions, processes, formulas, methods, designs, samples, inventions and ideas, past, current and planned development or its Representatives in breach experimental work, current and planned distribution methods and processes, customer lists, trade secrets, current and anticipated customer requirements, price lists, market studies, business plans, database technologies, systems, structures and architectures (and related processes, algorithms, compositions, improvements, know-how, inventions, discoveries, concepts, ideas, designs, methods and information) of this Section 4.01the respective Disclosing Party, and any other information, however documented of the Disclosing Party; (ii) was rightfully received from a third party without a duty any and all information concerning the business and affairs of confidentialitythe Disclosing Party (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; (iii) was information of third parties as to which the respective Disclosing Party has an obligation of confidentiality; and (iv) any and all notes, analysis, compilations, studies, summaries, and other material prepared by or for the Disclosing Party containing or based, in whole or in part, on any information included in the possession foregoing. 6.4 Upon termination or expiration of this Agreement the respective Receiving Party shall return, or promptly destroy (at the instruction of the Disclosing Party), all Confidential Information of the Receiving Party Party, without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without retaining any reliance on the Confidential Informationcopies thereto. (c) Upon demand by 6.5 The respective obligations of the Disclosing Party at any time, or upon expiration or Parties under this Section 6 shall survive termination of this Agreement for any reason for a period of three (3) years of such termination, except with respect to trade secrets, in which case the obligations under this Section 6 shall remain in force as long as such trade secrets maintains its status as such. 6.6 Parazero acknowledges that Maris is a public company whose securities are traded on the NASDAQ Stock Exchange, and therefore any non-public and confidential information concerning Maris and/or this Agreement and/or any collaboration between the Parties may be considered as inside information, as such term is defined under the applicable securities laws and regulations promulgated thereunder. Accordingly, Parazero (i) shall not acquire or sell, or offer to do the same, with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party securities of Maris, while this Agreement is in effect or while in possession of such non-public or confidential information, and (ii) shall certify not make any publication of any such information, or information referring to Maris without ▇▇▇▇▇’ prior written consent. Parazero represents and warrants that it has appropriate policies and procedures in place to comply with the foregoing prohibitions. 6.7 Maris acknowledges that Parazero, is, or may in the near future, be a public company whose securities are or wil be traded on the Nasdaq Stock Exchange, and therefore any non-public and confidential information concerning Parazero and/or this Agreement and/or any collaboration between the Parties may be considered as material non-public information, as such destruction term is defined under the applicable securities laws and regulations promulgated thereunder. Accordingly, Maris (i) shall not acquire or sell, or offer to do the same, with respect to any of the securities of Parazero, while in writingpossession of such material non-public information, and (ii) shall not make any publication of any such information, or information referring to Parazero without Parazero’s prior written consent. Maris represents and warrants that it has appropriate policies and procedures in place to comply with the foregoing prohibitions.

Confidentiality. During the Term hereof, each party may have access to certain non-public confidential information of the other party, whether furnished before or after the Effective Date, and regardless of the manner in which it is furnished, which given the totality of the circumstances, a reasonable person or entity should have reason to believe is confidential or competitively sensitive (together, the "Confidential Information"). Confidential Information shall exclude any information that (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement ; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of this Agreement or any use of or reference to the Confidential Information. The receiving party agrees: (a) During not to disclose the term of this Agreement and thereafterdisclosing party’s Confidential Information to any third parties other than to its, directors, officers, employees, advisors or consultants (collectively, the parties hereto shall, "Representatives") on a strict “need to know” basis only and shall instruct their respective provided that such Representatives to, maintain in confidence and are bound by written agreements to comply with the confidentiality obligations as protective as those contained herein; (b) not disclose to use or reproduce any of the other disclosing party’s financial, technical, sales, marketing, development, personnel, Confidential Information for any purposes except to carry out its rights 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 responsibilities under this Agreement; (c) to keep the disclosing party’s Confidential Information confidential information, however recorded or preserved, whether written or oral (any such information, “Confidential Information”). Each party hereto shall use using at least the same degree of care, but no less than reasonable care, to protect the other party’s Confidential Information as care it uses to protect its own Confidential Information of like nature. Unless otherwise authorized confidential information, which shall in any other agreement between the parties, any party receiving any Confidential Information event not be less than a reasonable degree of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”)care. Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “if receiving party is required by legal process or any applicable law, rule or regulation, to disclose any of disclosing party’s Confidential Information” , then prior to such disclosure, receiving party will give prompt written notice to disclosing party so that it may seek a protective order or other appropriate relief. The parties' obligations with respect to Confidential Information shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received expire five years from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party termination or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any ServiceAgreement, the Receiving Party agrees promptly to return unless a longer period of protection applies under applicable law, either as trade secret information or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingotherwise.

Confidentiality. 13.1 A Party receiving Confidential Information (athe “Receiving Party”) During agrees to strictly keep secret any and all Confidential Information received during the term Term from or on behalf of this Agreement and thereafter, the parties hereto shall, and shall instruct 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 Party (any such information, the “Confidential InformationDisclosing Party”). Each party hereto shall use ) using at least the same degree level of care, but no less than reasonable care, to protect the other party’s Confidential Information measures as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized Information, but in any other agreement between the partiescase at least commercially reasonable and customary efforts. For purposes of this Clause 13, any party receiving any New Customer Intellectual Property shall be treated as Confidential Information of Customer, and Customer and Lonza shall be deemed the Disclosing Party and Receiving Party, respectively, with respect thereto, regardless of which party first discloses New Customer Intellectual Property. Confidential Information shall include information disclosed in any form including but not limited to in writing, orally, graphically or in electronic or other form to the Receiving Party, observed by the Receiving Party or its employees, agents, consultants, or representatives, or otherwise learned by the Receiving Party under this Agreement, which the Receiving Party knows or reasonably should know is confidential or proprietary. This Agreement and its terms shall be Confidential Information of each Party. 13.2 Notwithstanding the foregoing, Receiving Party may disclose to any courts and/or other authorities Confidential Information which is or will be required pursuant to applicable governmental or administrative or public law, rule, regulation or order. In such case the Party that received the Confidential Information will, to the extent legally permitted, inform the other party (Party promptly in writing and cooperate with the “Disclosing Party in seeking to minimize the extent of Confidential Information which is required to be disclosed to the courts and/or authorities. 13.3 The obligation to maintain confidentiality under this Agreement does not apply to Confidential Information, which: 13.3.1 at the time of disclosure was publicly available; or 13.3.2 is or becomes publicly available other than as a result of a breach of this Agreement by the Receiving Party”) may ; or 13.3.3 as the Receiving Party can establish by competent proof, was rightfully in its possession at the time of disclosure by the Disclosing Party and had not been received from or on behalf of Disclosing Party (provided, that New Customer Intellectual Property shall not be subject to this Clause 13.3.3); or 13.3.4 is supplied to a Party by a Third Party which was not in breach of an obligation of confidentiality to Disclosing Party or any other party; or 13.3.5 is developed by the Receiving Party independently from and without use of the Confidential Information, as evidenced by contemporaneous written records. 13.4 The Receiving Party will use Confidential Information only for the purposes of fulfilling this Agreement and will not make any use of the Confidential Information except as necessary to perform its obligations or to exercise its rights under this Agreement (the “Permitted Purpose”)Agreement. Any The Receiving Party may disclose agrees to return or destroy promptly (and certify such destruction) on Disclosing Party’s request all written or tangible Confidential Information of the Disclosing Party, except that one copy of such Confidential Information only may be kept by the Receiving Party in its confidential files for record keeping purposes only. Each Party will restrict the disclosure of Confidential Information to such officers, employees, consultants and representatives of itself and its Representatives Affiliates who have been informed of the confidential nature of the Confidential Information and who have a need to know such information Confidential Information for the Permitted Purpose and who have been advised of the terms purpose of this Section 4.01 and Agreement. Prior to disclosure to such persons, the Receiving Party shall bind its and its Affiliates’ officers, employees, consultants and representatives to confidentiality and non-use obligations no less stringent than those set forth herein. The Receiving Party shall notify the Disclosing Party as promptly as practicable of any unauthorized use or disclosure of the Confidential Information. Additionally, each Party shall have the right to disclose Confidential Information of the other Party (including the Agreement) to actual or potential Third Party investors or actual or potential Third Party acquirers, licensees or collaborative or other partners, and to their bankers, lawyers, accountants, agents, provided, in each case that each such Third Party or advisor thereof is bound to confidentiality and non-use obligations no less stringent than those set forth herein. 13.5 The Receiving Party shall at any time be fully liable for any and all breaches of the confidentiality obligations in this Clause 13 by any of its Affiliates or the employees, consultants and representatives of itself or its Affiliates. 13.6 Each Party hereto expressly agrees that any breach or threatened breach of these the undertakings of confidentiality provided under this Clause 13 by a Party may cause irreparable harm to the other Party and that money damages may not provide a sufficient remedy to the non-breaching Party for any breach or threatened breach. In the event of any breach and/or threatened breach, then, in addition to all other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief and any other relief deemed appropriate by the non-breaching Party. 13.7 The Parties shall coordinate in advance with each other in connection with the disclosure or filing of this Agreement (including redaction of certain provisions of this Agreement) with the U.S. Securities and Exchange Commission (the “SEC”), the NASDAQ stock exchange or any other stock exchange or governmental agency on which securities issued by such Personsa Party or its Affiliate are traded, and each Party shall use reasonable efforts to seek confidential treatment for the terms proposed to be redacted; provided, however, that any Receiving each Party may shall ultimately retain control over what information to disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possibleSEC, the disclosing party NASDAQ stock exchange or any other stock exchange or governmental agency, as the case may be. Other than such obligation, neither Party (the “Disclosing Party”), and take reasonable steps nor its Affiliates) shall be obligated to assist in contesting such Governmental Order consult with or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt obtain approval from the Disclosing other Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Servicefilings to the SEC, the Receiving Party agrees promptly to return NASDAQ stock exchange or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingany other stock exchange or governmental agency.

Confidentiality. (a) a. During the term of this Agreement and thereafterfor a period of five (5) years following the expiration or earlier termination hereof, each party shall maintain in confidence the parties hereto shallConfidential Information of the other party, and shall instruct their respective Representatives tonot disclose, maintain in confidence and not disclose use or grant 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 of 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 other agreement between the parties, any party receiving any Confidential Information of the other party (except on a need-to-know basis to such party's directors, officers and employees, and to such party's consultants working on such party's premises, to the “Receiving Party”) may extent such disclosure is reasonably necessary in connection with such party's activities as expressly authorized by this Agreement. To the extent that disclosure to any person is authorized by this Agreement, prior to disclosure, a party shall obtain written agreement of such person to hold in confidence and not disclose, use or grant the use of the Confidential Information only for of the purposes of fulfilling its obligations other party except as expressly permitted under this Agreement (Agreement. Each party shall notify the “Permitted Purpose”)other party promptly upon discovery of any unauthorized use or disclosure of the other party's Confidential Information. Any Receiving Party may disclose such Upon the expiration or earlier termination of this Agreement, each party shall return to the other party all tangible items regarding the Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 other party and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Personsall copies thereof; provided, however, that each party shall have the right to retain one (1) copy for its legal files for the sole purpose of determining its obligations hereunder. b. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, the Abgenix Materials and all oral or written communications received by MBio regarding the Abgenix Materials are, and shall remain, Confidential Information of Abgenix. c. Notwithstanding anything to the contrary in this Agreement, for purposes of this Agreement, the Research Materials and Inventions and all oral or written communications received by MBio regarding the Research Materials and Inventions are, and shall remain, Confidential Information of Abgenix and MBio. d. Neither party shall disclose any Receiving Party terms or conditions of this Agreement to any third party without the prior consent of the other party; provided, however, that a party may disclose such Confidential Information the terms or conditions of this Agreement, (i) on a need-to-know basis to its affiliated companies including, but not limited to, for MBio, Millennium Pharmaceuticals, Inc., Millennium Information, Inc., Millennium Predictive Medicine, Inc., plus any future affiliated companies that own a majority of the stock of MBio or that MBio owns a majority of the stock thereof and for Abgenix, Xenotech L.P. plus any future affiliated companies that own a majority of the stock of Abgenix or that Abgenix owns a majority of the stock thereof) and to its/their legal and financial advisors to the extent such Confidential Information disclosure is required reasonably necessary in connection with such party's activities as expressly permitted by this Agreement, (ii) to be disclosed a third party in connection with (A) an equity investment in such party by a Governmental Orderthird party, (B) a merger, consolidation or similar transaction entered into by such party, or (C) the sale of all or substantially all of the assets of such party, and (iii) as may, in which case the Receiving Party shall promptly notifyreasonable opinion of such party's counsel, to be required by applicable law, regulation or court order, including without limitation, a disclosure in connection with such party's filing of a registration statement or other filing with the extent possible, the disclosing party United States Securities and Exchange Commission (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case event such party will first consult with the Receiving Party shall only disclose other party with respect to such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) disclosure). Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure prior to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination execution of this Agreement with respect Abgenix and MBio shall agree upon the substance of information that can be used to any Servicedescribe the terms of this transaction, and each party may disclose such information, as modified by written agreement of Abgenix and MBio from time to time, without the Receiving Party agrees promptly consent of the other. e. The confidentiality obligations under this Section 6 shall not apply to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such extent that a party is required to disclose Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.other

Confidentiality. 8.1. As used in this Agreement, "Confidential Information" means nonpublic information, data and/or materials that may be disclosed by or on behalf of one Party (athe "Disclosing Party") During to the term other Party (the "Receiving Party") in connection with this Agreement, in whatever form, provided that such information is clearly marked as confidential. Information disclosed other than in written or other tangible form will be deemed Confidential Information only if the Disclosing Party provides the Receiving Party with a written statement within thirty (30) days of the initial disclosure that identifies which portion of such information is to be deemed Confidential Information. Notwithstanding the forgoing, the failure to ▇▇▇▇ or identify information as confidential shall not shall not prevent its being treated as Confidential Information if it is reasonably clear that such information is commercially sensitive information. The Receiving Party agrees (i) to use such Confidential Information of the Disclosing Party solely for performing its obligations and/or exercising it rights under this Agreement; and (ii) except as otherwise expressly permitted herein, to not disclose such Confidential Information of the Disclosing Party to any Third Party without prior written permission. Notwithstanding the forgoing, all information or data relating to the Project Results and/or Resulting Patents shall be considered as Confidential Information of both Parties, provided however, that Project Results and/or Resulting Patents may be used and/or disclosed by ORGS and/or its Affiliates in connection with commercialization of the Project Results and/or Products and/or otherwise in exercising the License and by Mircod – in connection with supply and/or manufacturing of the Products. The foregoing confidentiality obligations do not pertain to any Confidential Information that a Receiving Party establishes: (i) was known to the Receiving Party without restriction prior to receipt from the Disclosing Party; (ii) is now or becomes public knowledge, other than through acts or omissions of the Receiving Party and/or anyone on its behalf in breach of this Agreement and thereafterAgreement; (iii) is disclosed at any time without restriction to the Receiving Party by a third party with a lawful right to disclose such information; (iv) was independently developed by or on behalf of the Receiving Party, outside the scope of this Agreement, without use of and/or reference to the Confidential Information of the Disclosing Party; or (v) is disclosed by the Receiving Party to comply with any applicable law, court order or governmental regulation, only to the minimum extent required to comply with such law, order, or regulation, provided that the Receiving Party shall, to the extent permissible, provide prior notice of such required to the Disclosing Party. 8.2. Without limiting the Parties' obligations, the parties hereto shall, and Parties shall instruct their respective Representatives to, maintain hold in confidence and not disclose the other party’s financialterms and conditions of this Agreement Notwithstanding the foregoing, technicala Party may disclose the existence and terms and condition of this Agreement and material developments hereunder (i) to the extent required to comply with applicable law (including but not limited to securities laws and regulations) or the listing requirements of a securities exchange, salesprovided that such Party use reasonable efforts to seek and obtain confidential treatment as permitted under such applicable laws and listing requirements and/or (ii) to bona fide potential investors, marketingacquirers, developmentmerger partners, personnel, and other information, recordscollaborators or licensees, or datato professional advisors (e.g. attorneys, includingaccountants and prospective investment bankers) involved in such activities, without limitationfor the limited purpose of evaluating such investment, customer liststransaction, supplier listsor license and under appropriate conditions of confidentiality, trade secrets, designs, product formulations, product specifications or any other proprietary or confidential information, however recorded or preserved, whether written or oral (any only to the extent necessary and with the agreement by those permitted individuals to maintain such information, “Confidential Information”)information in strict confidence 8.3. Each party hereto Party shall use the same degree of care, but no less than reasonable care, be entitled 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 other agreement between the parties, any party receiving any disclose Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who Affiliates and to their respective officers, employees, consultants provided that they have a need to know such information for the Permitted Purpose Confidential Information and who have been advised are bound by confidentiality and non-▇▇▇ obligations no less protective of the terms Disclosing Party`s rights as those under this Agreement. 8.4. Upon the termination of this Section 4.01 and Agreement or, if earlier, upon the Receiving Party shall be liable for any breach of these confidentiality provisions written request by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by a Governmental Order, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify promptly (within 14 (fourteen) days) return or destroy (at the direction of Disclosing Party) all Confidential Information to Disclosing Party and all documents or media containing any such destruction Confidential Information, retaining only one copy for archival purposes only. Notwithstanding the foregoing, it is agreed that Receiving Party shall not be required to destroy any computer files created during automatic system back up which are subsequently stored securely by Receiving Party. 8.5. Notwithstanding the provisions of this Section 8 above, ORGS shall not be prevented from mentioning the name of Mircod, and/or any employee of Mircod or from disclosing any information if, and to the extent that, such mention or disclosure is to competent authorities for the purposes of obtaining approval or permission for the exercise of the License, or in writingthe fulfillment of any legal duty owed to any competent authority (including a duty to make regulatory filings.

Confidentiality. (a) During the term of The Parties to this Agreement and thereafter, recognize that from time to time one Party may disclose (the parties hereto shall, and shall instruct their respective Representatives to, maintain in confidence and not disclose "Disclosing Party") to 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 Party (the "Receiving Party") information which is of a confidential information, however recorded or preserved, whether written or oral nature (any such information, “"Confidential Information”). Each party hereto shall use the same degree of care") and it is therefore agreed that: 6.1.1 except as otherwise specifically provided for in this Agreement, 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 other agreement between the parties, any party receiving any all Confidential Information of the other party (Disclosing Party shall be held in strict confidence by the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall employ or cause to be liable for employed diligent efforts and reasonable care in order to ensure that such Confidential Information is not made available to any breach third party, excepting only as required under this Agreement or to the directors, officers, employees, agents and consultants of these confidentiality provisions the Receiving Party whose duties require disclosure of the same and then (in any such case) only if the parties to whom such Confidential Information is being disclosed have given to each of the Parties to this Agreement an enforceable undertaking (in form acceptable to each of the parties to this Agreement) not to disclose such Confidential Information to any other party; 6.1.2 subject to section 6.1.3 of this Agreement, Confidential Information which is in the public domain at the time of disclosure or which the recipient can demonstrate based on written records was lawfully already in its possession prior to its disclosure under this Agreement or which is obtained by such Persons; any party to this Agreement from a third party without obligation of confidence (provided, however, that any Receiving Party may disclose such Confidential Information third party has no obligation of confidence to the extent such Confidential Information is required to be disclosed by a Governmental Order, in other Party hereto) or which case becomes public knowledge otherwise than through the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act fault of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession any of the Receiving Party without restriction Party's directors, officers, agents, consultants, servants or employees, shall be deemed to be in relation the public domain and accordingly section 6.1.1 of this Agreement shall not apply to disclosure before the date such portion of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information.Information which has been so obtained or which has become public knowledge; (c) Upon demand 6.1.3 Confidential Information which is specific shall not be deemed to be within the public domain merely because it is embraced by general knowledge in the Disclosing public domain. Further, any Confidential Information dealing with any combination of features of a specific matter shall not be deemed to be within the public domain, unless the combination of features and the principle of operation are in the public domain; 6.1.4 each Party at to this Agreement shall, upon the termination of this Agreement, return all Confidential Information to the owner of such Confidential Information with a written undertaking that no copies or duplicates have been retained; 6.1.5 each of the Parties to this Agreement acknowledges that the other Party to this Agreement would suffer irreparable harm as a result of the breach of any timeof the non-disclosure and confidentiality obligations set forth in this section 6.1 and that legal remedies are inadequate; therefore, each of the parties to this Agreement agrees that, in addition to any damages and other remedies that the other party to this Agreement may be entitled to as a result of such a breach, the other party to this Agreement shall be entitled to an order from a court of competent jurisdiction restraining such party from breaching or upon expiration or continuing to breach any of the provisions of this section 6.1; and 6.1.6 the covenants of the Parties under this section 6.1 shall continue in full force and effect notwithstanding the termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return by effluxion of time or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingotherwise.

Confidentiality. Subject to Section 7.2 and Section 7.3, from the date hereof until the two (a2) During year anniversary of the term date on which each of the Wafra Management Subscribers and all other Wafra Entities cease to own any Ownership Interests, each Party shall treat as strictly confidential specific information with respect to the process of negotiating this Agreement and thereafterAgreement, information about the parties hereto shallDigital Colony Business, and shall instruct their respective Representatives to, maintain in confidence and not disclose the 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 Party or any other proprietary of such Party’s Affiliates obtained or confidential information, however recorded received by any Party as a result of or preserved, whether written or oral in connection with the Contemplated Transactions (any such information, “Confidential Information”). Each party hereto , and shall use not, except with the same degree prior written consent of careeach other Party (which shall not be unreasonably withheld, but no less than reasonable careconditioned or delayed), to protect the other party’s Confidential Information as it uses extent such Party is legally permitted to protect its own Confidential Information seek such prior written consent, make use of like nature. Unless otherwise authorized in any other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only except for the purposes of fulfilling performing its obligations under this Agreement Agreement) or disclose to any other Person any Confidential Information; except to the extent that such disclosure is: (a) required by any Law or by legal process or upon request of a Governmental Authority (it being understood that, for the avoidance of doubt, none of the Wafra Management Subscribers, the Wafra Representative or any of the other Wafra Entities or any of their Affiliates (including WINC and any Affiliates of WINC) shall have any obligation to notify any Digital Colony Management Party or Managing Director (or Successor) of a request of a Governmental Authority, or compliance with such request, if such request does not specifically relate to the Digital Colony Management Parties, the Managing Directors (or Successors) or the investment contemplated hereby); (b) to such Party’s Affiliates (including, as applicable, any Wafra Entity) and the respective employees, representatives, current and prospective professional advisors, current and prospective service providers and other agents of such Party or its Affiliates (each, a “Permitted PurposeRepresentative”). Any Receiving Party may disclose such Confidential Information only to its Representatives who ) that have a need to know such Confidential Information; provided, that such Representative has a contractual, professional or legal obligation to keep such Confidential Information confidential in accordance with this Section 7.1; (c) subject to Section 7.5, with respect to a Wafra Management Subscriber, to a current or prospective investor in, or Person advised by, such Party or any of such Party’s Affiliates, the following to the extent required by any definitive written Contract or as part of ordinary course reporting or marketing purposes: (i) the name “Digital Colony” or “Digital Bridge”; (ii) the Closing Date; (iii) a description of the Digital Colony Business; (iv) the name and assets under management of the Digital Colony Funds; (v) the LA_LAN01:362977.13 approximate Ownership Interest in the applicable Digital Colony Management Parties; (vi) the amounts and dates of distributions received from the Digital Colony Management Parties or the Digital Colony Funds; (vii) any high level fund performance information for that the Permitted Purpose Digital Colony Funds provide to their limited partners; (viii) aggregate revenues and who have been advised profitability of the Digital Colony Business; (ix) a summary description of the terms of the this Section 4.01 Agreement and the Receiving Party shall be liable Ancillary Agreements (including the existence of restrictive covenants and the broad minority investor rights framework, in each case as set forth therein); (x) the names of Portfolio Companies of the Digital Colony Funds (excluding (A) any material non-public information and any information regarding publicly traded securities held by any Digital Colony Fund that is not disclosed to limited partners of the Digital Colony Funds, (B) any information related to DCMH’s valuation of, and performance metrics for, any Portfolio Company, except for any breach such information provided to any limited partners or investors in the Digital Colony Funds, and (C) any information that cannot be disclosed pursuant to the terms of these confidentiality provisions by such Personsany applicable non-disclosure agreement; provided, howeverthat with respect to this clause (C), DCMH shall use commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which such foregoing restrictions apply); (xi) disclosure made available to investors in the Digital Colony Funds; (xii) ratios and performance information or any other information derived by using any of the information provided to any Wafra Entity in connection with the consideration and negotiation of the Contemplated Transactions or other information described in this Section 7.1(c); and (xiii) any other information as may be required from time to time with Digital Colony Consent (not to be unreasonably withheld, conditioned or delayed); provided, that any Receiving Party may disclose such current or prospective investor shall have been advised as to the confidential nature of such Confidential Information and be bound by contractual confidentiality obligations; (d) subject to Section 7.5, with respect to any Digital Colony Management Party, to a current or prospective investor in, or Person advised by, such Party or any of such Party’s Affiliates; provided, that such current or prospective investor shall have been advised as to the extent confidential nature of such Confidential Information is required and be bound by contractual confidentiality obligations; and provided, further, that the terms of this Agreement and the Ancillary Agreements shall not, subject to Section 7.5, be disclosed by a Governmental Orderthe Digital Colony Management Parties to any such investors or Persons; (e) in connection with any financing, in which case any proposed financing or any Transfer permitted under the Receiving Party shall promptly notify, terms of this Agreement; or (f) made as part of any necessary or advisable Tax filing or to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) obtain any Tax benefit. Notwithstanding the foregoing, “Confidential Information” a Party shall not include any information that be in breach of the Receiving Party can demonstrate: confidentiality provisions of this Section 7.1 as a result of the disclosure or use of Confidential Information if such Confidential Information (i) was publicly known at the time of disclosure lawfully in such Party’s possession prior to it, its being obtained or has become publicly known through no act of the Receiving Party or its Representatives received as described in breach of this Section 4.01; 7.1, (ii) was rightfully received has come into the public domain other than through such Party’s fault or (iii) has come lawfully into such Party’s possession from a third party without a having, to such Party’s knowledge, no duty of confidentiality; (iii) was in confidentiality to the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement other Parties with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all such Confidential Information. If such Confidential Information is destroyedNotwithstanding anything to the contrary set forth herein, an authorized officer for so long as the Wafra Management Subscribers own any Ownership Interests, DCMH authorizes the Wafra Management Subscribers and their Affiliates to publish and use the names of any of the Receiving Party shall certify Digital Colony Companies or their Affiliates on the public websites of the Wafra Management Subscribers and their Affiliates with the prior written consent of the Digital Colony Representative (such consent not to such destruction in writingbe unreasonably withheld, conditioned or delayed).

Confidentiality. (a) During The parties hereto agree with respect to the term terms and conditions of this Agreement and thereafterAgreement, including the parties hereto shallPurchase Price, and all information that is furnished or disclosed to it by the other party (collectively, "Confidential Information"), that (i) such Confidential Information is confidential and/or proprietary to the furnishing/disclosing party and entitled to and shall instruct their respective Representatives to, maintain receive treatment as such by the receiving party; (ii) the receiving party will hold in confidence and not disclose nor use (except in respect of 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 (transactions contemplated by this Agreement) any such information, “Confidential Information”). Each party hereto shall use , treating such Confidential Information with the same degree of care, but no less than reasonable care, to protect the other party’s Confidential Information care and confidentiality as it uses to protect accords its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose confidential and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Personsproprietary information; provided, however, that the receiving party shall not have any Receiving Party may disclose restrictive obligation with respect to any Confidential Information which (A) is contained in a printed publication available to the general public, (B) is or becomes publicly known through no wrongful act or omission of the receiving party, (C) is known by the receiving party without any proprietary restrictions by the furnishing/disclosing party at the time of receipt of such Confidential Information Information, (D) is subject to the extent such Confidential Information disclosure pursuant to any Order or regulation of any Authority or (E) is required to be disclosed to financing sources of either Purchaser or Seller; and (iii) all such Confidential Information furnished to either party by a Governmental Orderthe other, unless otherwise specified in which case writing, shall remain the Receiving Party shall promptly notify, to property of the extent possible, the furnishing/disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosureparty, and in the event this Agreement is terminated, shall be returned to it, together with any and all copies made thereof, upon request for such return by it (except for documents submitted to an Authority with the consent of the furnishing/disclosing party or upon subpoena and which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Ordercannot be retrieved with reasonable effort). (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information Each party hereto acknowledges that the Receiving Party can demonstrate: (iremedy at law for any breach by either party of its obligations under Section 8.2(a) was publicly known at is inadequate and that the time of disclosure other party shall be entitled to itequitable remedies, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was including an injunction, in the possession event of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed breach by it independently without any reliance on the Confidential Informationother party. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. (a) During Prior to and through the term of Closing Date: (i) Buyer agrees to treat all data, reports, records and other information developed or made available to it by the Stockholder under this Agreement and thereafterapplicable to High Desert or the Stockholder as confidential in accordance with and subject to the terms of the Confidentiality Agreement, which the parties hereto shallhereby agree shall terminate on the Closing Date (notwithstanding any language to the contrary in the Confidentiality Agreement). (ii) The Stockholder agrees to treat all data, reports, records and other information developed or made available to her by Buyer under this Agreement and applicable to Buyer as confidential, and shall instruct their respective Representatives tounless she is required by any law, maintain in confidence and not disclose the other party’s financialrule, technical, sales, marketing, development, personnel, and other information, recordsregulation, or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications or order to disclose any other proprietary or confidential information, however recorded or preserved, whether written or oral (any of such information, “Confidential Information”)information shall not be disclosed to any person (other than attorneys, accountants and consultants assisting with the transactions contemplated by this Agreement) without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Each party hereto shall use In the same degree of careevent such consent is granted, 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 other agreement between the parties, any third party receiving any Confidential Information of or reviewing such information shall be required by the Stockholder to execute a written confidentiality agreement acceptable in form and substance to the other party prior to such disclosure. (the “Receiving Party”iii) may use Confidential Information only for the purposes Disclosure of fulfilling its obligations under information relating to this Agreement or High Desert may be made by (x) the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only Stockholder to its Representatives who have a need to know High Desert and (y) either party if such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed to any federal, state or local government or appropriate agencies and departments thereof or if such information is required by a Governmental Orderlaw, stock exchange rule or regulation to be publicly announced. Otherwise, public announcements or reports by either party of information relating to this Agreement or High Desert shall be made only on the basis of agreed texts upon the prior written consent of the other party, which consent shall not be unreasonably withheld. Each of the parties agree that it will, not less than forty-eight hours in which case advance of making public any information referred to in the Receiving Party shall promptly notifypreceding sentences, give the other party written notice of the text of the proposed report and provide that party with the opportunity to object to the extent possibleform and content thereof before the same is issued. The party receiving the notice shall respond within forty-eight hours of receipt of such notice, or its silence will constitute a waiver of objection to the disclosing party (terms of the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Orderproposed text. (b) Notwithstanding Upon Closing and thereafter, the foregoingStockholder agrees that she will not disclose, “Confidential Information” shall and will cause her agents not include to disclose to any Person any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.concerning - 11 -

Confidentiality. (a) During the term of this Agreement and thereafter, the parties hereto Each Seller Party shall, and shall instruct their respective Representatives cause its Affiliates to, maintain hold 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 provide access to any other proprietary or confidential Person) any and all information, however recorded or preserved, whether written or oral (any such informationoral, “Confidential Information”). Each party hereto shall use concerning 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 Assets and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; providedAssumed Liabilities, however, that any Receiving Party may disclose such Confidential Information except to the extent that such Confidential Information Seller Party can show that such information (i) is generally available to and known by the public through no fault of such Seller Party or any of its respective Affiliates or representatives; or (ii) is required to be disclosed by a Governmental Orderjudicial or administrative process or by other requirements of Law. If any Seller Party or any of its Affiliates or representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, in which case the Receiving such Seller Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), notify Purchaser in writing and take reasonable steps to assist in contesting shall disclose or permit disclosure of only that portion of such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in information which case the Receiving such Seller Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound required to disclose under be disclosed; provided, however, that such Governmental Order. (b) Notwithstanding Seller Party shall use its best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. For the foregoingavoidance of doubt, “Confidential Information” Purchaser shall not include cover all reasonable out-of- pocket costs and expenses incurred by any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Seller Party or any of its Representatives Affiliates in connection with complying with the provisions of this Section 4.9, including the obtaining of legal counsel and an appropriate protective order. In the event a breach or threatened breach of this Section 4.01; (ii) was rightfully received 4.9, Purchaser and each of its Affiliates or their respective successors and assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance, injunctive and other equitable relief from a third party without a duty court of confidentiality; (iii) was competent jurisdiction in the possession of the Receiving Party without restriction in relation order to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any timeenforce, or upon expiration prevent any violations of, the provisions hereof (without posting a bond or termination of this Agreement other surety) and shall be entitled to be indemnified with respect thereto by Seller Parties. The requesting party shall indemnify the other party for any out-of-pocket expenses incurred by such party in connection with providing any information or documentation pursuant to this Section 4.9. Any information obtained under this Section 4.9 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Tax Returns or claims for Tax refunds or in conducting any ServiceTax audit, the Receiving Party agrees promptly to return dispute or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingcontest.

Confidentiality. For purposes of this Agreement, "Proprietary Information" shall be defined as any confidential or proprietary information of you or us (aeach a "Party" and collectively the "Parties") During or their respective affiliates provided to the other party during the term of this Agreement and thereafterAgreement, the parties hereto shallincluding, and shall instruct their respective Representatives tobut not limited to confidential customer lists, maintain in confidence and not disclose the other party’s financial, technical, sales, marketing, development, personnelinformation relating to customer accounts, and other information, recordsproprietary and confidential information related to a Party's business or customers, 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the “Receiving owned by a Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.01 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons's customers; provided, however, that nothing in this paragraph or otherwise shall be deemed to prohibit or restrict either Party or their affiliates in any Receiving 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 may disclose 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 Confidential Information to information; (iv) information that is independently developed by a Party; (v) information communicated with the extent such Confidential Information is 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 any Proprietary Information provided to it by a Governmental Order, in which case the Receiving other Party shall promptly notify, at all times remain the sole property of the 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 possible, the disclosing party (the “Disclosing Party”), and conduct of its business. Each Party shall take commercially reasonable steps to assist in contesting such Governmental Order prevent unauthorized disclosure or in protecting use of the Disclosing Proprietary Information of the other Party’s rights prior . Each Party acknowledge that either Party delivering confidential customer information may be subject to disclosurecertain laws and regulations regarding the privacy and protection of consumer information, and in which case that any receipt or use of confidential customer information by either Party may also be subject to compliance with such laws and regulations. Each Party agrees that any confidential customer information shall be used solely for the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach purposes of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.Agreement

Confidentiality. (a) During the term of this Agreement and thereafterEach Investor Party, ▇▇▇▇▇▇▇▇▇ Party, the parties hereto shallSeller and Seller Distributee (each, and shall instruct 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 other agreement between the parties, any party receiving any Confidential Information of the other party (the a “Receiving Party”) may use agrees that Confidential Information only for furnished and to be furnished to it has been and may in the purposes of fulfilling its obligations under this Agreement future be made available in connection with such Receiving Party’s investment in the Company. Until the date that is two (the “Permitted Purpose”). Any 2) years after a Receiving Party may disclose no longer owns any Ordinary Shares, such Receiving Party agrees that it shall keep confidential, and that it shall cause any Person to whom Confidential Information is disclosed pursuant to clause (i) below to keep confidential, the Confidential Information in accordance with this Section 4.03 and shall only use such Confidential Information only to in connection with its investment in the Company and not for any other purpose; provided that the Company acknowledges that a Receiving Party or its Representatives who may (A) invest in or have a need general knowledge with respect to know the industry in which the Company operates and that additional general industry knowledge (i.e., general public knowledge which is not Confidential Information) may be gained by such information for Receiving Party or its Representative from reviewing the Permitted Purpose Confidential Information that cannot be separated from such Receiving Party’s or its Representative’s overall knowledge and who have been advised (B) retain certain mental impressions of the terms Confidential Information (it being understood that a mental impression is what a person retains when such person has not intentionally memorized the information or retained notes or other aids to help retain such memory) and, provided that such Receiving Party or its Representative does not otherwise disclose any Confidential Information to a third party in violation of this Section 4.01 4.03, such general knowledge and mental impressions shall be permitted to be used in the ordinary course of such Receiving Party’s or its Representative’s business and is not intended to be limited by this Section 4.03. Each Receiving Party further acknowledges and agrees that it shall not disclose any Confidential Information to any Person, except that Confidential Information may be disclosed (i) to such Receiving Party’s Representatives with respect to such Receiving Party’s investment in the Company, including to the extent related to the tax treatment and tax structure of the transactions contemplated by this Agreement or the Purchase Agreement, (ii) in the case of any ▇▇▇▇▇▇▇▇▇ Party who is a director, officer or employee of the Company or any of its Subsidiaries, in the performance of their duties for and/or on behalf of the Company and its Subsidiaries, (iii) to the extent required by applicable law, rule or regulation or by a governmental authority (including the rules of any relevant stock exchange and complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which such Receiving Party or any of its Representatives is subject; provided that such Receiving Party agrees to give the Company prompt prior notice of such request(s), to the extent legally permissible, so that the Company may seek an appropriate protective order or similar relief (and such Receiving Party shall cooperate (at the Company’s expense) with such efforts by the Company, and shall in any event make only the minimum disclosure required by such law, rule or regulation or governmental authority)), provided that no such notice or other action shall be liable required in respect of any disclosure made to any banking, financial, accounting, securities or similar supervisory authority exercising its routine supervisory or audit functions, provided, further, that such disclosure is made in the ordinary course and is not specific to the Company or the Confidential Information, or (iv) in connection with the enforcement of any right or remedy relating to this Agreement or the Registration Rights Agreement or any of the transactions contemplated hereby or thereby. Each Receiving Party agrees to be responsible for any breach by its Representatives of these confidentiality the applicable provisions by such Persons; provided, however, that any of this Section 4.03. (b) Each Receiving Party may disclose is aware that United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Each Receiving Party also understands that the Confidential Information to may constitute material non-public information about the extent such Confidential Information is required to be disclosed by a Governmental OrderCompany, in which case the and each Receiving Party is familiar with the Securities Act, the Exchange Act and the prohibitions and limitations imposed upon a recipient of material non-public information by the Securities Act and the Exchange Act. (c) Nothing contained herein shall promptly notifyprevent the use (subject, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such a protective order) of Confidential Information that it is advised in connection with the assertion or defense of any claim hereunder by or against the Company or any of its counsel in writing that it is legally bound to disclose under such Governmental OrderSubsidiaries. (b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing.

Confidentiality. (a) During a. Customer will treat the Software as a trade secret and proprietary know-how belonging to Vendor that is being made available to Customer in confidence. Customer agrees to treat the Software with at least the same care as it treats its own confidential or proprietary information. b. From time to time during the term of this Agreement and thereafterAgreement, the parties hereto shall, and shall instruct their respective Representatives to, maintain in confidence and not either party may disclose or make available to the other party’s financialparty information about its business affairs, technicalproducts, sales, marketing, development, personnel, and other information, records, or data, including, without limitation, customer lists, supplier listsconfidential intellectual property, trade secrets, designs, product formulations, product specifications or any other proprietary or third-party confidential information, however recorded and other sensitive or preservedproprietary information, whether orally or in written, electronic, or other form or media/in written or oral electronic form or media, whether or not marked, designated or otherwise identified as “confidential” (any such informationcollectively, “Confidential Information”). Each Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party hereto at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall use not disclose the same degree of care, but no less than reasonable care, to protect the other disclosing party’s Confidential Information as it uses to protect any person or entity, except to the receiving party’s authorized affiliates, employees, directors, officers, consultants, advisors, and its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the partiesaffiliates’ employees, any party receiving any Confidential Information of the other party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives directors, officers, consultants, and advisors who have a need to know such information the Confidential Information for the Permitted Purpose and who receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, 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 comply with applicable law, provided that, if lawful, the party making the disclosure pursuant to the order shall first have been advised given written notice to the other party; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the terms Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of this Section 4.01 the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the Receiving disclosing Party shall be liable for any breach that such Confidential Information has been destroyed. Each Party's obligations of these confidentiality provisions by such Personsnon-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date of termination; provided, however, with respect to any Confidential Information that any Receiving Party may disclose 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 the extent such Confidential Information is required trade secret protection under applicable law. Such obligations of Customer regarding source code provided by Vendor to be disclosed by a Governmental Order, in which case the Receiving Party Customer shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take reasonable steps to assist in contesting such Governmental Order or in protecting the Disclosing Party’s rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose under such Governmental Order. (b) Notwithstanding the foregoing, “Confidential Information” shall not include survive any information that the Receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 4.01; (ii) was rightfully received from a third party without a duty of confidentiality; (iii) was in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party or (iv) was developed by it independently without any reliance on the Confidential Information. (c) Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writingperpetuity.