Common use of Confidentiality Clause in Contracts

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

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

Confidentiality. Each party to (a) During the course of the Parties’ performance under this Agreement agrees that it shall treat as confidentialAgreement, and not disclose to any third partya Party may receive proprietary, any business sensitive, or critical infrastructure information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except necessary to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under fulfill its respective obligations in connection with this Agreement. The foregoing Parties agree that their mutual objective under this provision is to provide appropriate protection for Confidential Information, while maintaining the ability to conduct their respective business activities. (ab) No obligation of confidentiality shall not be applicable apply to any information that is publicly available when provided by the Disclosing Party recipient: (i) already possesses without obligation of confidentiality; (ii) develops independently; or which thereafter becomes publicly available other than in contravention (iii) rightfully receives without any obligation of this Agreement confidentiality from a third party. (c) The Parties may transfer or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any exchange such Confidential Information to with and between the extent necessary to render other Regional Entities as third-party beneficiaries of the services or perform the obligations pursuant to terms of this Agreement, provided that the Parties and the other Regional Entities as third-party beneficiaries continue to maintain the confidentiality of such information. (d) Except as set forth herein and within the NERC Rules of Procedure, the Parties agree to keep in confidence and not to copy, disclose, or distribute any Confidential Information or any part thereof, without the prior written permission of the issuing Party or specified third- party beneficiary of this Agreement, unless disclosure to a third party is made subject to confidentiality obligationsrequired by subpoena, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with other directive of a court, administrative agency, or arbitration panel. Unless prohibited from doing so under the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential InformationNERC Rules of Procedure, the Receiving recipient shall provide the Party agrees to provide (to or specified third- party beneficiary of this Agreement that provided the extent practicable and not prohibited under applicable law) the Disclosing Party Confidential Information with prompt notice of that request(sa request or requirement for disclosure of the Confidential Information in order to enable such issuing Party or specified third-party beneficiary of this Agreement to (a) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance remedy, (b) consult with the provisions recipient with respect to taking steps to resist or narrow the scope of such request or legal process, or (c) waive compliance, in whole or in part, with the terms of this AgreementSection. If that In the event a protective order or other remedy is not obtained by or the date that the Receiving issuing Party must comply with the request, or if the Disclosing Party specified third-party beneficiary of this Agreement waives compliance with the provisions of this Agreementprovisions, the Receiving Party recipient agrees to furnish only that portion of the Confidential Information which the recipient’s counsel advises is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion such Confidential Information. In the event of any inconsistency or conflict between the provisions of this Section 15 and the provisions of Section 1500 of the NERC Rules of Procedure, the provisions of Section 1500 of the NERC Rules of Procedure shall control. (e) Each Party shall ensure that its officers, trustees, directors, employees, subcontractors and subcontractors’ employees, and agents to whom Confidential Information which is being furnished or disclosedexposed are under obligations of confidentiality that are at least as restrictive as those contained herein. (f) This confidentiality provision does not prohibit reporting and disclosure as directed by NERC, as set forth in Section 6 of this Agreement, nor does it prohibit permitted disclosures as set forth in the NERC Rules of Procedure.

Confidentiality. Each party (a) The Custodian agrees to this Agreement agrees that it shall treat as keep confidential, and not disclose to any third partycause its employees and agents to keep confidential, any all records of the Funds and information (relating to the Funds , including without limitation information as to their respective shareholders and their respective portfolio holdings, unless the Sub-Adviser’s investment advice) release of such records or information is made in connection with the services provided to it (“Receiving Party”) under this Agreement, at the written direction of the applicable Fund or otherwise consented to, in writing, by the other party (“Disclosing Party”) respective Funds. The Fund agrees that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party such consent shall not be used by unreasonably withheld where the Receiving Party for any purpose not permitted under this AgreementCustodian may be exposed to civil or criminal contempt proceedings or when required to divulge such information or records to duly constituted authorities. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available available, other than through a breach of this Agreement, or that is independently derived by any party hereto without the use of any information derived in contravention connection with the services provided under this Agreement. Notwithstanding the foregoing, the Custodian may aggregate Fund or Portfolio data with similar data of other customers of the Custodian (“Aggregated Data”) and may use Aggregated Data for purposes of constructing statistical models so long as such Aggregated Data represents such a sufficiently large sample that no Fund or Portfolio data can be identified either directly or by inference or implication. (b) Notwithstanding any provision herein to the contrary, each party hereto agrees that any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P (“Regulation S-P”), promulgated under the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (the “GLB Act”), disclosed or otherwise made accessible by a party hereunder is for the specific purpose of permitting the other party to perform its duties as set forth in this Agreement. Each party agrees that, with respect to such information, it will comply with Regulation S-P and the GLB Act and that it will not disclose any Nonpublic Personal Information received in connection with this Agreement to any other party, except to the extend as necessary to carry out the services set forth in this Agreement or as otherwise permitted by Regulation S-P or the GLB Act. (c) Without limiting the generality of the preceding clause (a), the Custodian acknowledges and agrees that the Funds are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any confidentiality obligation known and all such information to the Receiving PartyCustodian hereunder is made strictly under the conditions of confidentiality set forth in this Section 10 and solely for the purposes of the performance of custodial services hereunder, that any misuse of such information (bincluding without limitation any disclosure to others by the Custodian or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to any and all such information regarding portfolio holdings of the Funds should be restricted to those persons needing such information in the course of the performance of duties hereunder, and that the Custodian shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such confidential information. (d) The Custodian acknowledges and agrees that any breach or threatened breach of this Section 10 would cause not prevent disclosure or use of any Confidential Information only financial damage, but irreparable harm to the extent necessary Funds; for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach or threatened breach of this Section 10, the Funds shall (in addition to render the services or perform the obligations all other rights and remedies they may have pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationsincluding without limitation Section 8(f), and (cat law and in equity) shall not prevent disclosures expressly permitted be entitled to an injunction, without the necessity of posting any bond or required under applicable lawsurety, rule to restrain disclosure or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatoriesmisuse, requests for information in whole or documentsin part, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose of any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

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

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

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

Confidentiality. The Parties acknowledge and agree that the Agreement is subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.). Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information Party (including the Sub-Adviser’s investment advice) provided to it (a “Receiving Party”) by acknowledges that the other party Party (a “Disclosing Party”) may submit information to the Receiving Party that the Disclosing Party considers confidential, proprietary, or trade secret information pursuant to the Uniform Trade Secrets Act (Cal. Civ. Code section 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act (Government Code Sections 6254 and 6255). In order to designate information as confidential, the Disclosing Party must clearly stamp and identify the specific portion of the material designated with the word “Confidential”. The Parties agree not to over-designate material as confidential. Over-designation would include stamping whole agreements, entire pages or series of pages as confidential that clearly contain information that is marked not confidential. Upon request or demand of any third person or entity not a party to this Agreement (“Confidential” or that reasonably should be known to be confidentialRequestor”) for production, including inspection and/or copying of information designated by a Party as confidential information (such designated information, the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to ), the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not notify the Disclosing Party as soon as practical that such request has been made. The Disclosing Party shall be used solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the Receiving Party for any purpose not permitted under this AgreementParty. The foregoing (a) shall not be applicable to any information that is publicly available when provided by If the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to takes no such action after receiving the foregoing notice from the Receiving Party, the Receiving Party shall be permitted to comply with the Requestor’s demand and is not required to defend against it. If required by any law, statute, ordinance, a court, Governmental Authority or agency having jurisdiction over a Party, including the California Public Records Act, that Party may release Confidential Information, or a portion thereof, as required by the Applicable Law, statute, ordinance, decision, order or regulation. A Party may disclose Confidential Information to accountants in connection with audits. In the event a Party is required to release Confidential Information, such Party shall notify the other Party of the required disclosure, such that the other Party may attempt (b) shall not if such Party so chooses), at its sole cost, to cause the recipient of the Confidential Information to treat such information in a confidential manner, and to prevent disclosure such information from being disclosed or use otherwise becoming part of any the public domain. Parties acknowledge that Purchaser may be obligated to provide Confidential Information to the extent necessary CPUC and CEC for regulatory compliance purposes, and Seller waives the prior notice requirement and authorizes such disclosures to render the services or perform CPUC and CEC. Except as provided in this Confidentiality section and the obligations pursuant to this AgreementCalifornia Public Records Act, provided that any disclosure to a third party is made and subject to confidentiality obligationsand without limiting Section R-7, and (c) neither Party shall not prevent disclosures expressly permitted or required under applicable lawpublish, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requestdisclose, or if otherwise divulge Confidential Information to any person at any time during or after the Disclosing Party waives compliance with the provisions term of this Agreement, without the Receiving other Party’s prior express written consent. Each Party agrees shall permit knowledge of and access to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion only to those of its counsel, affiliates and to exercise commercially reasonable efforts their respective attorneys, accountants, representatives, agents and employees who have a need to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the know such Confidential Information which is being furnished or disclosedrelated to this Agreement.

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

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

Confidentiality. (a) Each party to this Agreement agrees that it shall treat Party will, in its capacity as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“a Receiving Party”: (i) by the other party (“Disclosing Party”) that is marked “Confidential” not use or that reasonably should be known to be confidential, including the investment activities or holdings reproduce Confidential Information of the Portfolio(s) (collectivelyDisclosing Party for any purpose, “Confidential Information”) except other than as and to the extent expressly permitted under this Agreement or required under applicable laws and regulations. All as may be reasonably necessary for the exercise of its rights or the performance of its obligations set out in this Agreement; (ii) not disclose, provide access to, transfer or otherwise make available any Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by of the Disclosing Party or which thereafter becomes publicly available other than except as expressly permitted in contravention this Agreement; and (iii) take all measures reasonably required to maintain the confidentiality and security of this Agreement or any confidentiality obligation known to all Confidential Information of the Receiving Party, Disclosing Party that it Handles. (b) shall not prevent disclosure or use of any The Receiving Party may disclose Confidential Information to of the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure Disclosing Party: (i) to a third party that is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, Representative of the Receiving Party agrees to provide (if and to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order required by a Governmental Authority or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained otherwise as required by the date Applicable Laws, provided that the Receiving Party must comply with the request, or if first give the Disclosing Party waives compliance notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) and must use Commercially Reasonable Efforts to provide the Disclosing Party with the provisions of this Agreementan opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order. Thereafter, the Receiving Party agrees to furnish only that portion of may disclose the Confidential Information which is legally of the Disclosing Party, but only to the extent required in the reasonable opinion of by Applicable Laws and subject to any protective order that applies to such disclosure; and (ii) to: A. its counselaccountants, internal and external auditors and other professional advisors if and to exercise commercially reasonable efforts the extent that such Persons need to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the know such Confidential Information which is being furnished or disclosed.in order to provide the applicable professional advisory services relating to the Receiving Party’s business;

Confidentiality. Each party to (a) During the term of this Agreement agrees that it and thereafter, the Parties shall, and shall treat as confidentialinstruct their respective representatives to, maintain in confidence and not disclose the other Party’s financial, technical, sales, marketing, development, personnel, and other information, records, or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications or any other proprietary or confidential information, however recorded or preserved, whether written or oral (any such information, “Confidential Information”). Each Party shall use the same degree of care, but no less than reasonable care, to protect the other Party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any third partyContract between the Parties, any information Party receiving any Confidential Information of the other Party (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by may use Confidential Information only for the other party purposes of fulfilling its obligations under this Agreement (the “Disclosing PartyPermitted Purpose”) that is marked “Confidential” or that reasonably should be known ). Any Receiving Party may disclose such Confidential Information only to be confidential, including its Representatives who have a need to know such information for the investment activities or holdings Permitted Purpose and who have been advised of the Portfolio(s) (collectively, “Confidential Information”) except to terms of this Section 2.12 and the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used liable for any breach of these confidentiality provisions by the such Persons; provided, however, that any Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any may disclose such Confidential Information to the extent necessary such Confidential Information is required to render be disclosed by a Governmental Order, in which case the services Receiving Party shall promptly notify, to the extent possible, the disclosing party (the “Disclosing Party”), and take all reasonable steps requested by the Disclosing Party and at the sole cost and expense of the Disclosing Party to assist in contesting such Governmental Order or perform in protecting the obligations pursuant Disclosing Party’s rights prior to this Agreementdisclosure, provided and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its outside legal 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 2.12; (ii) was rightfully received from a third party is made subject to Third Party without a duty of confidentiality obligations, and or (iii) was developed by it independently without any reliance on the Confidential Information. (c) shall not prevent disclosures expressly permitted Upon demand by the Disclosing Party at any time, or required under applicable law, rule upon expiration or regulation subject termination of this Agreement with respect to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential InformationService, the Receiving Party agrees promptly to provide (to the extent practicable and not prohibited under applicable law) return or destroy, at the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreementoption, all Confidential Information. If that protective order or other remedy such Confidential Information is not obtained by the date that destroyed, an authorized officer of the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees shall certify to furnish only such destruction in writing. (d) The Parties agree that portion of the Confidential Information which of the Company relating to pricing or sales is legally required competitively sensitive, and Seller shall establish, implement and maintain procedures and take such other steps that are reasonably necessary to prevent any disclosure of such information to its employees and those of its Affiliates who have direct responsibility for marketing, distributing or selling Beer (other than the Products) in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedUnited States.

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

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

Confidentiality. Each party to (a) During the course of the Parties’ performance under this Agreement agrees that it shall treat as confidentialAgreement, and not disclose to any third partya Party may receive proprietary, any business sensitive, or critical infrastructure information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except necessary to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under fulfill its respective obligations in connection with this Agreement. The foregoing Parties agree that their mutual objective under this provision is to provide appropriate protection for Confidential Information, while maintaining the ability to conduct their respective business activities. (ab) No obligation of confidentiality shall not be applicable apply to any information that is publicly available when provided by the Disclosing Party recipient: (i) already possesses without obligation of confidentiality; (ii) develops independently; or which thereafter becomes publicly available other than in contravention (iii) rightfully receives without any obligation of this Agreement confidentiality from a third party. (c) The Parties may transfer or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any exchange such Confidential Information to with and between the extent necessary to render other Regional Entities as third-party beneficiaries of the services or perform the obligations pursuant to terms of this Agreement, provided that the Parties and the other Regional Entities as third-party beneficiaries continue to maintain the confidentiality of such information. (d) Except as set forth herein and within the NERC Rules of Procedure, the Parties agree to keep in confidence and not to copy, disclose, or distribute any Confidential Information or any part thereof, without the prior written permission of the issuing Party or specified third- party beneficiary of this Agreement, unless disclosure to a third party is made subject to confidentiality obligationsrequired by subpoena, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with other directive of a court, administrative agency, or arbitration panel. Unless prohibited from doing so under the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential InformationNERC Rules of Procedure, the Receiving recipient shall provide the Party agrees to provide (to or specified third-party beneficiary of this Agreement that provided the extent practicable and not prohibited under applicable law) the Disclosing Party Confidential Information with prompt notice of that request(sa request or requirement for disclosure of the Confidential Information in order to enable such issuing Party or specified third-party beneficiary of this Agreement to (a) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance remedy, (b) consult with the provisions recipient with respect to taking steps to resist or narrow the scope of such request or legal process, or (c) waive compliance, in whole or in part, with the terms of this AgreementSection. If that In the event a protective order or other remedy is not obtained by or the date that the Receiving issuing Party must comply with the request, or if the Disclosing Party specified third-party beneficiary of this Agreement waives compliance with the provisions of this Agreementprovisions, the Receiving Party recipient agrees to furnish only that portion of the Confidential Information which the recipient’s counsel advises is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion such Confidential Information. In the event of any inconsistency or conflict between the provisions of this Section 15 and the provisions of Section 1500 of the NERC Rules of Procedure, the provisions of Section 1500 of the NERC Rules of Procedure shall control. (e) Each Party shall ensure that its officers, trustees, directors, employees, subcontractors and subcontractors’ employees, and agents to whom Confidential Information which is being furnished or disclosedexposed are under obligations of confidentiality that are at least as restrictive as those contained herein. (f) This confidentiality provision does not prohibit reporting and disclosure as directed by NERC, as set forth in Section 6 of this Agreement, nor does it prohibit permitted disclosures as set forth in the NERC Rules of Procedure.

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

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

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

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

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

Confidentiality. Each All information gained by either party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by concerning the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings as a result of the Portfolio(s) transactions contemplated hereby (collectively, “Confidential Information”) except to ), including the extent expressly permitted or required under applicable laws execution and regulationsconsummation of the transactions contemplated hereby and the terms thereof and information obtained by Buyer and its representatives in conducting due diligence respecting Seller and the Purchased Assets, will be kept in strict confidence. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not will be used only for the purpose of consummating the transactions contemplated hereby. Following the Closing, all Confidential Information relating to the Business disclosed by Seller to Buyer shall become the Receiving Party for any purpose not permitted Confidential Information of Buyer, subject to the restrictions on use and disclosure by Seller imposed under this AgreementSection 12.3. The foregoing Neither Seller, the Selling Member, nor Buyer shall, without having previously informed the other party about the form, content and timing of any such announcement, make any public disclosure with respect to the Confidential Information or transactions contemplated hereby, except: (a) shall not As may be applicable to any information that is publicly available when provided required by the Disclosing Party or which thereafter becomes publicly available other than Securities Act for inclusion in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, Registration Statement; or (b) shall not prevent As may be required by applicable Law provided that, in any such event, the party required to make the disclosure or use will (I) provide the other party with prompt written notice of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) such requirement so that the Disclosing Party such other party may seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance remedy, (II) consult with and exercise in good faith all reasonable efforts to mutually agree with the provisions other party regarding the nature, extent and form of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requestsuch disclosure, or if the Disclosing Party waives compliance with the provisions (III) limit disclosure of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which to what is legally required in the reasonable opinion of its counselto be disclosed, and to (IV) exercise commercially reasonable its best efforts to obtain preserve the confidentiality of any such Confidential Information; or (c) Buyer may disclose the terms of this Agreement and the transactions contemplated hereby to an actual or prospective underwriter, lender, investor, partner or agent, subject to a protective order non-disclosure agreement pursuant to which such lender, investor, partner or other reliable assurance that confidential treatment will agent agrees to be accorded bound by the terms of this Section 12.3; or (d) Disclosure to that portion of the Confidential Information which is being furnished or discloseda party’s representatives and advisors in connection with advising such party and preparing its Tax returns.

Confidentiality. Each party Section 10.11 is replaced in its entirety, as follows: “If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Agreement agrees that it shall treat as confidentialMaster Agreement, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving neither Party shall not be used by disclose the Receiving Party for any purpose not permitted terms or conditions of a Transaction under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Master Agreement or the completed Cover Sheet to, or any confidentiality obligation known to the Receiving Partyannex to, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure Master Agreement to a third party (other than the Party’s or the Party’s Guarantor or Affiliate’s employees, lenders, counsel, accountants or advisors (all collectively referred to as “Representatives”) who have a need to know such information in connection with the exercise of such Party’s rights and performance of such Party’s obligations under this Master Agreement and who the Party is made subject satisfied will keep such terms confidential) except in order to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or regulation subject to compliance in connection with any court or regulatory proceeding; or request by a regulatory authority and in the following. If event that any disclosure is requested or required by the regulatory authority or a Receiving Party becomes legally compelled (government body by interrogatoriesinterrogatory, requests request for information or documents, subpoenassubpoena, deposition, civil investigative demands, demand or applicable regulations or similar processes) to disclose any Confidential Informationlaw, the Receiving Party agrees subject to provide (such request or requirement may disclose to the extent practicable and not prohibited under applicable so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law) the Disclosing Party with prompt notice of that request(s) , so that the Disclosing other Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this AgreementSection 10.11. If that Failing the entry of a protective order or other remedy is not obtained by the date receipt of a waiver hereunder, that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only may disclose that portion of the Confidential Information which is legally required in as requested or required. In any event, a Party will not oppose action by the reasonable opinion of its counsel, and to exercise commercially reasonable efforts other to obtain a an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, to that portion the extent practicable, use reasonable efforts to prevent or limit the disclosure. Notwithstanding the foregoing, Party B may disclose the terms of this Confirmation Agreement to the Illinois Power Agency (“IPA”). Each Party shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties shall maintain the confidentiality of the Confidential Information which terms of all Transactions in compliance with section 16-111.5(h) of the Illinois Public Utilities Act (220 ILCS 5/16-111.5(h)). To the extent that Seller obtains information relating to a customer’s Buyer utility account as part of the administration of this Confirmation Agreement, and that information is being furnished confidential or disclosedgenerally non-public, including customers’ utility account number, utility account name, and meter number, Seller shall maintain the confidentiality and security of such information received from customers. Further, Seller shall not release such customer's information to any other person or entity other than the customer, MISO, FERC, the Illinois Power Agency, the Illinois Commerce Commission or any other governmental agency that requires access to such information for the purposes of this Confirmation Agreement without the customer's written consent to such release.”

Confidentiality. Each In connection with the transactions contemplated herein, the Company and Purchaser are furnishing each other with certain information which is either nonpublic, confidential or proprietary in nature. All such information furnished by one party to the other or its representatives is hereinafter referred to as the "Confidential Information." As used in this Agreement Agreement, the "representatives" of any party shall mean such party's officers, employees, agents or other representatives, including, without limitation, attorneys, accountants, consultants and financial advisors. In consideration of each party's being furnished with the Confidential Information of the other, each party agrees that it shall treat that: (a) The Confidential Information will be kept confidential and except as confidentialrequired by law will not, without the prior written consent of the party supplying the information, be disclosed by the receiving party or its representatives during such three-year period in any manner whatsoever, in whole or in part, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall will not be used by the Receiving Party receiving party or its representatives directly or indirectly for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention evaluating and facilitating the transactions contemplated herein; provided, however, that upon the execution of this Agreement or any confidentiality obligation known by the parties, the Company and its representatives will be free to use the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary required by law in any subsequent filings with federal or state authorities relating to render the services or perform transactions contemplated herein. Each party agrees to transmit the obligations pursuant Confidential Information only to those of its representatives who need to know the Confidential Information for the purpose of advising it regarding any of the purposes for which it is permitted to use the Confidential Information under the terms of this Agreement, who are informed by the party supplying such information of the confidential nature of the Confidential Information and who are directed by such party to comply with the terms of this Agreement. Each party will be responsible for any material breach of this Agreement by its representatives. (b) Without the prior written consent of the other parties to this Agreement, provided no party or any of its representatives will disclose to any other Person the fact that the Confidential Information has been made available, or any disclosure of the terms, conditions or other facts with respect to a third party is made subject to confidentiality obligationsthe transactions contemplated herein, and including the status thereof, except as required by law or permitted under the terms of this Agreement. (c) shall In the event the parties do not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance proceed with the following. If transactions contemplated herein, the Confidential Information and all copies thereof will be destroyed or returned promptly without retaining any copies thereof. (d) This Section 7.2 shall be inoperative as to such portions of the Confidential Information which (i) are or become generally available to the public other than as a Receiving Party result of a disclosure by the receiving party or its representatives which is not required by law; (ii) become available to the receiving party from a source with no obligation of confidentiality to the other party; (iii) describe technology independently developed by the receiving party; or (iv) were known to the receiving party on a non-confidential basis prior to its disclosure to the receiving party by the supplying party or one of its representatives. (e) In the event that a receiving party or any of its representatives is requested or becomes legally compelled (by written or oral interrogatories, requests for information or documents, subpoenassubpoena, civil investigative demands, applicable regulations demand or similar processesprocess) to disclose any of the Confidential InformationInformation for purposes not permitted by this Agreement, the Receiving Party agrees to receiving party will provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party supplying party with prompt written notice of that request(s) so that the Disclosing Party supplying party may seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If In the event that such protective order or other remedy is not obtained by the date obtained, or that the Receiving Party must comply with the request, or if the Disclosing Party supplying party waives compliance with the provisions of this Agreement, the Receiving Party agrees to receiving party will furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counselrequired, and to will exercise commercially reasonable good-faith efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. (f) Each party agrees that the other parties shall be entitled to that portion equitable relief, including injunction and specific performance, in the event of any breach of the Confidential Information which provisions of clause (a), (b), (c) or (e) of this Section 7.2. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 7.2 by any party or its representatives but shall be in addition to all other remedies available at law or equity. (g) It is being furnished further understood and agreed that no failure or discloseddelay by any party in exercising any right, power or privilege under this Section 7.2 shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder.

Confidentiality. Each Unless (i) otherwise expressly provided in this Agreement, (ii) required by applicable Law or any listing agreement with, or the rules and regulations of, any applicable securities exchange or the NASD, (iii) necessary to secure any required Consents as to which the other party has been advised or (iv) consented to this Agreement agrees that it shall treat as confidential, in writing by Purchaser and not disclose to any third partythe Company, any information (including or documents furnished in connection herewith shall be kept strictly confidential by the Sub-Adviser’s investment advice) provided Company, Purchaser and their respective officers, directors, employees and agents. Prior to it (“Receiving Party”) by any disclosure pursuant to the preceding sentence, the party intending to make such disclosure shall consult with the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including regarding the investment activities or holdings nature and extent of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulationsdisclosure. All Confidential Information that a Disclosing Party provides to a Receiving Party Nothing contained herein shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information preclude disclosures to the extent necessary to render comply with accounting, SEC and other disclosure obligations imposed by applicable Law. To the services extent required by such disclosure obligations, Purchaser or perform the obligations Company, after consultation with the other party, may file with the SEC a Report on Form 8-K pursuant to this Agreementthe Securities Exchange Act with respect to the Merger, provided that which report may include, among other things, financial statements and pro forma financial information with respect to the other party. In connection with any disclosure filing with the SEC of a registration statement or amendment thereto under the Securities Act, the Company or Purchaser, after consultation with the other party, may include a prospectus containing any information required to a third party is made subject be included therein with respect to confidentiality obligationsthe Merger, including, but not limited to, financial statements and pro forma financial information with respect to the other party, and (c) thereafter distribute said prospectus. Purchaser and the Company shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance cooperate with the followingother and provide such information and documents as may be required in connection with any such filings. If a Receiving Party becomes legally compelled (In the event the Merger is not consummated, each party shall return to the other any documents furnished by interrogatories, requests for the other and all copies thereof any of them may have made and will hold in absolute confidence any information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, obtained from the Receiving Party agrees to provide (other party except to the extent practicable and not prohibited under applicable law(i) such party is required to disclose such information by Law or such disclosure is necessary or desirable in connection with the Disclosing Party with prompt notice pursuit or defense of a claim, (ii) such information was known by such party prior to such disclosure or was thereafter developed or obtained by such party independent of such disclosure or (iii) such information becomes generally available to the public other than by breach of this Section 8. 1. Prior to any disclosure of information pursuant to the exception in clause (i) of the preceding sentence, the party intending to disclose the same shall so notify the party which provided the name in order that request(s) so that the Disclosing Party such party may seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees should it choose to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or discloseddo so.

Confidentiality. Each party to this Agreement agrees that it (a) From and after the Effective Date, each Party shall treat as confidentialhold, and not disclose to any third partyshall cause its Affiliates and its and their respective directors, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the managers, officers, employees, agents, consultants, advisors, contractors, and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) representatives (collectively, “Confidential InformationRepresentatives”) to hold all Confidential Information of the other Party in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information and shall not use such Confidential Information except in connection with its performance or acceptance of services hereunder and shall not release or disclose such Confidential Information to any other Person, except its Representatives. Each Party shall be responsible for any breach of this section by any of its Representatives. (b) 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 receiving Party shall, to the extent expressly permitted or required under applicable laws and regulationslegally permissible, provide notice to the providing Party before disclosing such Confidential Information. All Confidential Information that a Disclosing Party provides to a Receiving Upon receipt of such notice, the providing Party shall not be used by promptly either seek an appropriate protective order, waive the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any receiving Party’s confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information obligations hereunder to the extent necessary to render permit the services receiving Party to respond to the demand, or perform otherwise fully satisfy the obligations pursuant subpoena or demand or the requirements of the applicable Governmental Authority. If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this Agreementsection, provided the receiving Party may disclose that any disclosure to a third party is made subject to confidentiality obligations, and portion of Confidential Information covered by the notice or demand. (c) shall Each Party acknowledges that the disclosing Party would not prevent disclosures expressly permitted have an adequate remedy at law for the breach by the receiving Party of any one or required under applicable lawmore of the covenants contained in this Section 19 and agrees that, rule or regulation subject to compliance with in the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Informationevent of such breach, the Receiving disclosing Party agrees to provide (may, in addition to the extent practicable other remedies that may be available to it, apply to a court for an injunction to prevent breaches of this Section 19 and not prohibited under applicable law) to enforce specifically the Disclosing Party with prompt notice terms and provisions of that request(s) so that the Disclosing Party may seek an appropriate protective order or this Section 19. Notwithstanding any other appropriate remedy and/or waive the Receiving Party’s compliance with section hereof, the provisions of this Agreement. If that protective order or other remedy is not obtained by Section 19 shall survive the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement agrees that it 13.1. From and after the Effective Date, each Party shall treat as confidentialhold, and not disclose to any third partyshall cause its Affiliates and its and their respective directors, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the managers, officers, employees, agents, consultants, advisors, contractors and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) representatives (collectively, “Confidential InformationRepresentatives”) to hold all Confidential Information of the other Party in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information and shall not use such Confidential Information except in connection with its performance or acceptance of services hereunder and shall not release or disclose such Confidential Information to any other Person, except its Representatives. Each Party shall be responsible for any breach of this section by any of its Representatives. 13.2. 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 approval, permit, consent or license, the receiving Party shall, to the extent expressly permitted or required under applicable laws and regulationslegally permissible, provide written notice to the providing Party before disclosing such Confidential Information. All Confidential Information that a Disclosing Party provides to a Receiving Upon receipt of such notice, the providing Party shall not be used by promptly either seek an appropriate protective order, waive the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any receiving Party’s confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information obligations hereunder to the extent necessary to render permit the services receiving Party to respond to the demand, or perform otherwise fully satisfy the obligations pursuant subpoena or demand or the requirements of the applicable Governmental Authority. If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this Agreementsection, provided the receiving Party may disclose that portion of Confidential Information covered by the notice or demand. 13.3. Each Party acknowledges that the disclosing Party would not have an adequate remedy at law for the breach by the receiving Party of any disclosure one or more of the covenants contained in this Section 13 and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, apply to a third party is made subject court for an injunction to confidentiality obligationsprevent breaches of this Section 13 and to enforce specifically the terms and provisions of this Section 13. Notwithstanding any other section hereof, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Section 13 shall survive the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each (a) Confidential Information of each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) will be used by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including solely for the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly purposes permitted or required under applicable laws and regulationsby this Agreement. All Confidential Information that of a Disclosing Party provides to a Receiving Party shall not disclosing party will be used received and held in confidence by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Partyreceiving party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Each party acknowledges that, except for the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of rights expressly granted under this Agreement, it will not obtain any rights of any sort in or to the Receiving Party agrees Confidential Information of the other party as a result of such disclosure and that any such rights must be the subject of separate written agreement(s). (b) Each party will restrict disclosure of the other party’s Confidential Information to furnish only that portion those of its employees and consultants to whom it is necessary or useful to disclose such Confidential Information in connection with the purposes permitted under this Agreement. Each party shall use Commercially Reasonable Efforts including at least efforts commensurate with those employed by the party for the protection of its own Confidential Information, to protect the Confidential Information of the other party. (c) Nothing herein shall prevent a receiving party from disclosing all or part of the Confidential Information which is legally required of the other party in response to a court order or other legal proceeding requesting disclosure of same; provided, the reasonable opinion party that receives such order or process provides prompt notice to the disclosing party before making any disclosure (to the extent possible) and permits the disclosing party to oppose or narrow such request for disclosure and supports any of its counsel, and to exercise commercially the disclosing party’s reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded oppose such request (at disclosing party’s expense), and only to that portion the extent necessary to comply with such request. Disclosure of the Confidential Information which pursuant to this Section 6.2(c) will not alter the character of that information as Confidential Information hereunder. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (d) Either disclosing party may at any time notify the receiving party that such receiving party must return to the disclosing party the disclosing party’s Confidential Information. Each receiving party hereby agrees to, within thirty (30) days of such notification: (i) return all documents and tangible items it or its employees or agents have received or created pursuant to this Agreement pertaining, referring or relating to the other party’s Confidential Information; and (ii) return or certify (in a writing attested to by a duly authorized officer of such party) destruction of all copies, summaries, modifications or adaptations that such party or its employees or agents have made from the materials provided by the disclosing party; provided, however, that a party is being furnished or disclosedpermitted to retain one copy of such materials in its legal files to be used to verify compliance with its obligations hereunder.

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

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential(a) From and after the Closing Date, and not disclose to any third partyeach Party (each, any information (including the Sub-Adviser’s investment advice) provided to it (a “Receiving Party”) by the other party in possession of another Party’s (each, a “Disclosing Party”) that is marked Confidential Information shall (i) hold, and shall cause its Subsidiaries and Affiliates and its and their directors, officers, employees, agents, consultants, advisors, and other representatives (each, a “ConfidentialRepresentative” or that reasonably should be known to be confidentialand, including the investment activities or holdings of the Portfolio(s) (collectively, “Representatives”) to hold, all Confidential Information of each Disclosing Party in strict confidence, with at least the same degree of care that applies to such Receiving Party’s confidential and proprietary information, (ii) not use such Confidential Information”) , except to the extent as expressly permitted by such Disclosing Party and (iii) not release or required under applicable laws and regulations. All disclose such Confidential Information that a Disclosing Party provides to a Receiving any other Person, except its Representatives or except as required by applicable law. Each Party shall not be used by the Receiving Party responsible for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention Losses resulting from a breach of this Agreement or Section 6.1 by any confidentiality obligation known to the Receiving Party, of its Representatives. (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this AgreementNotwithstanding Section 6.1(a), provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If if a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) obligated to disclose Confidential Information of a Disclosing Party by a Governmental Authority or applicable law, or is required to disclose such Confidential Information pursuant to the listing standards of any Confidential Informationapplicable national securities exchange on which the Receiving Party’s securities are listed or quoted, the Receiving Party agrees to provide (shall promptly advise, to the fullest extent practicable and not prohibited under applicable permitted by law) , the Disclosing Party with prompt notice of such requirement or obligation to disclose Confidential Information as soon as the Receiving Party becomes aware that request(s) so that such a requirement to disclose might become effective in order that, where possible, the Disclosing Party may seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or such other remedy is not obtained by the date that the Receiving Party must comply with the request, or if as the Disclosing Party waives compliance with may consider appropriate in the provisions of this Agreement, the circumstances. The Receiving Party agrees to furnish shall disclose only that portion of the Disclosing Party’s Confidential Information which that it is legally required or obligated to disclose and shall cooperate with the Disclosing Party in allowing the reasonable opinion of its counsel, and to exercise commercially reasonable efforts Disclosing Party to obtain a such protective order or other reliable assurance relief. (c) Each Party acknowledges that confidential treatment will be accorded to that portion a Disclosing Party would not have an adequate remedy at law for the breach by a Receiving Party of any one or more of the Confidential Information which is being furnished or disclosedcovenants contained in this Section 6.1 and agrees that, in the event of such breach, the Disclosing Party may, in addition to the other remedies that may be available to it, apply to a court for an injunction to prevent breaches of this Section 6.1 and to enforce specifically the terms and provisions of this Section 6.1. Notwithstanding any other provision hereof, to the extent permitted by applicable law, the provisions of this Section 6.1 shall survive the termination of this Agreement for a period of two years.

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

Confidentiality. Each (a) Confidential Information of each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) will be used by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including solely for the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly purposes permitted or required under applicable laws and regulationsby this Agreement. All Confidential Information that of a Disclosing Party provides to a Receiving Party shall not disclosing party will be used received and held in confidence by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Partyreceiving party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Each party acknowledges that, except for the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of rights expressly granted under this Agreement, it will not obtain any rights of any sort in or to the Receiving Party agrees Confidential Information of the other party as a result of such disclosure and that any such rights must be the subject of separate written agreement(s). (b) Each party will restrict disclosure of the other party’s Confidential Information to furnish only that portion those of its employees and consultants to whom it is necessary or useful to disclose such Confidential Information in connection with the purposes permitted under this Agreement. Each party shall use Commercially Reasonable Efforts including at least efforts commensurate with those employed by the party for the protection of its own Confidential Information, to protect the Confidential Information of the other party. (c) Nothing herein shall prevent a receiving party from disclosing all or part of the Confidential Information which is legally required of the other party in response to a court order or other legal proceeding requesting disclosure of same; provided, the reasonable opinion party that receives such order or process provides prompt notice to the disclosing party before making any disclosure (to the extent possible) and permits the disclosing party to oppose or narrow such request for disclosure and supports any of its counsel, and to exercise commercially the disclosing party’s reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded oppose such request (at disclosing party’s expense), and only to that portion the extent necessary to comply with such request. Disclosure of the Confidential Information which pursuant to this Section 6.2(c) will not alter the character of that information as Confidential Information hereunder. (d) Either disclosing party may at any time notify the receiving party that such receiving party must return to the disclosing party the disclosing party’s Confidential Information. Each receiving party hereby agrees to, within thirty (30) days of such notification: (i) return all documents and tangible items it or its employees or agents have received or created pursuant to this Agreement pertaining, referring or relating to the other party’s Confidential Information; and (ii) return or certify (in a writing attested to by a duly authorized officer of such party) destruction of all copies, summaries, modifications or adaptations that such party or its employees or agents have made from the materials provided by the disclosing party; provided, however, that a party is being furnished or disclosedpermitted to retain one copy of such materials in its legal files to be used to verify compliance with its obligations hereunder. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Confidentiality. Each All information gained by either party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by concerning the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings as a result of the Portfolio(s) transactions contemplated hereby (collectively, “Confidential Information”) except to ), including the extent expressly permitted or required under applicable laws execution and regulationsconsummation of the Target Transactions and the transactions contemplated hereby and the terms thereof and information obtained by Buyer and its representatives in conducting due diligence respecting Seller and the Copyrights in the Fight Library, will be kept in strict confidence. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not will be used only for the purpose of consummating the transactions contemplated hereby. Following the Closing, all Confidential Information relating to the Copyrights in the Fighter Library disclosed by Seller to Buyer shall become the Receiving Party for Confidential Information of Buyer. Neither Seller nor Buyer shall, without having previously informed the other party about the form, content and timing of any purpose not permitted under this Agreement. The foregoing such announcement, make any public disclosure with respect to the Confidential Information or transactions contemplated hereby, except: (a) shall not As may be applicable to any information that is publicly available when provided required by the Disclosing Party or which thereafter becomes publicly available other than Securities Act for inclusion in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, Registration Statement; or (b) shall not prevent As may be required by applicable Law provided that, in any such event, the party required to make the disclosure or use will (I) provide the other party with prompt written notice of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) such requirement so that the Disclosing Party such other party may seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance remedy, (II) consult with and exercise in good faith all reasonable efforts to mutually agree with the provisions other party regarding the nature, extent and form of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requestsuch disclosure, or if the Disclosing Party waives compliance with the provisions (III) limit disclosure of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which to what is legally required in the reasonable opinion of its counselto be disclosed, and to (IV) exercise commercially reasonable its best efforts to obtain preserve the confidentiality of any such Confidential Information; or (c) Buyer may disclose the terms of this Agreement and the transactions contemplated hereby to an actual or prospective underwriter, lender, investor, partner or agent, subject to a protective order non-disclosure agreement pursuant to which such lender, investor, partner or other reliable assurance that confidential treatment will agent agrees to be accorded bound by the terms of this Section 12.2; or (d) Disclosure to that portion of the Confidential Information which is being furnished or discloseda party’s representatives and advisors in connection with advising such party and preparing its tax returns.

Confidentiality. Each party (a) Except as provided in Section 27 and Section 28(b), all information and data provided to the Royalty Holder under the terms of this Agreement agrees that it Instrument shall treat as confidential, and not disclose be disclosed by the Royalty Holder to any third partyparty or the public without the prior written consent of the Owner, any information which consent shall not be unreasonably withheld. (including the Sub-Adviser’s investment adviceb) provided The consent required by Section 28(a) shall not apply to it disclosure: (“Receiving Party”i) by the other Royalty Holder to a potential successor of all or any significant portion of its interests under this Instrument, or to a potential successor by consolidation or merger, or to a proposed joint venture or partnership in which the Royalty Holder may become a participating partner or venturer, provided such third party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known has first agreed to be confidentialbound by such confidentiality obligations as Royalty Holder would customarily require in the context of disclosure of its own confidential information; (ii) to a prospective lender to which any portion of Royalty Holder's interest hereunder is proposed to be granted as security, including provided such lender has first agreed to be bound by such confidentiality obligations as Royalty Holder would customarily require in the investment activities context of disclosure of its own confidential information; (iii) to an Affiliate or holdings representative that has a bona fide need to be informed (but subject to the obligations of confidentiality herein); (iv) to a governmental agency or to the public which the Royalty Holder believes in good faith is required by applicable Law or the rules of any stock exchange; (v) made in connection with litigation or arbitration involving a Party where such disclosure is required by the applicable tribunal or is, on the advice of counsel for such Party, necessary for the prosecution of the Portfolio(s) (collectivelycase, “Confidential Information”) except but subject to prior notification to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing other Party provides to a Receiving enable such Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and seek appropriate protective orders. (c) Prior to any disclosure described in Subsections 28(b)(i) or (ii) above, such third party shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject first agree to compliance with protect the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for confidential information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (from further disclosure to the same extent practicable and not prohibited as the Parties are obligated under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedSection 28.

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

Confidentiality. Each (a) The receiving party to this Agreement agrees that it shall treat as confidentialkeep confidential the disclosing party’s Confidential Information, and shall not disclose to use any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All disclosing party’s Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted other than the exercise of the receiving party’s rights, or as otherwise permitted, under this Agreement. The foregoing (a) receiving party shall preserve the confidentiality of the disclosing party’s Confidential Information as it would customarily take to preserve the confidentiality of its own similar type of confidential information and shall not be applicable to any information that is publicly available when provided by disclose the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any disclosing party’s Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationswithout the prior written consent of the disclosing party, and (c) shall not prevent disclosures except as expressly permitted or required under applicable lawhereunder. The receiving party may disclose the Confidential Information to (i) any of its employees, rule or regulation subject to compliance agents, independent contractors and sublicensees who need it in connection with the following. If a Receiving Party becomes legally compelled (this Agreement and are bound in writing by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable restrictions regarding disclosure and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion use of the Confidential Information which comparable to and no less restrictive than those set forth herein or (ii) the extent it is legally required in response to a valid order of a court or other Governmental Authority or to otherwise comply with Applicable Law; provided that, in the reasonable opinion case of its counselclause (ii), the receiving party shall first provide written notice to the disclosing party and to exercise commercially reasonable efforts reasonably cooperate with the disclosing party to obtain a protective order or other reliable assurance that measures preserving the confidential treatment will be accorded to that portion of the such Confidential Information and requiring that the information or documents so disclosed be used only for the purposes for which the order was issued or is being furnished otherwise required by Applicable Law. (b) The terms and conditions of this Agreement shall be deemed Confidential Information for the purposes of this Agreement; provided that each Party may disclose the terms and conditions of this Agreement: (i) in confidence, to its accountants, banks and present and prospective financing sources and their advisors; (ii) in connection with the enforcement of this Agreement or disclosedrights under this Agreement; (iii) in confidence, in connection with an actual or proposed merger, acquisition or similar transaction involving such Party; (iv) in confidence, to its Affiliates; (v) in confidence, to its third party independent contractors who have a need to know, solely in connection with their provision of services to such Party; (vi) as required by applicable securities laws or the rules of any stock exchange on which securities of such Party are traded or any other Applicable Law; or (vii) as mutually agreed upon by the Parties in writing.

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

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

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

Confidentiality. Each party The contents of this Agreement and all other documents relating to this Agreement, and any information made available by one Party to the other Party with respect to this Agreement agrees that it are confidential and shall treat as confidential, and not disclose be disclosed to any third party, party (nor shall any information (including the Sub-Adviser’s investment advicepublic announcement relating to this Agreement be made by either Party) provided to it (“Receiving Party”) by without the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential’s prior written consent, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing such information (a) shall not be applicable to any information that is publicly as may become generally available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving public through no fault of either Party, (b) shall as may be required or appropriate in response to any summons, subpoena, or otherwise in connection with any litigation or regulatory process or to comply with any Applicable Law or accounting disclosure rule or standard, (c) as may be obtained from a non-confidential source that disclosed such information in a manner that did not prevent disclosure or use of any Confidential Information violate its obligations to the extent necessary non-disclosing Party in making such disclosure, (d) as may be furnished to render the services non-disclosing Party’s Affiliates, and to each of such Party’s and its Affiliates’ auditors, attorneys, advisors or perform lenders (such Party’s “Representatives”) which are required to keep the obligations pursuant information that is disclosed in confidence, or (e) as may be required or appropriate to generate and/or transfer RTCs or as otherwise required or appropriate under the Certification Standard or to implement the transactions contemplated under this Agreement, provided and provided, further, that a Party may disclose any one or more of the commercial terms of this Agreement (other than the name of the other Party unless otherwise agreed to in writing by the Parties) to any industry price source for the purpose of aggregating and reporting such information in the form of a published energy price index. For the avoidance of doubt, the restrictions set forth herein regarding confidential information subject to this Section 8.2 shall not apply with respect to any disclosure required to comply with United States federal securities laws, applicable state securities laws, or the rules or regulations of a third party national stock exchange, as determined in the disclosing Party’s sole reasonable discretion. In addition, nothing herein shall prevent a Party from issuing or making any public announcement, press release or statement if it is made necessary to do so, in such disclosing Party’s sole reasonable discretion, in order to comply with Applicable Law or the rules and regulations of any public utility commission, stock exchange, or Governmental Authority having direct or indirect jurisdiction over such Party. With respect to information subject to confidentiality obligationsthis Section 8.2, and this obligation shall survive for a period of one (c1) shall not prevent disclosures expressly permitted year following the expiration or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions termination of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Each Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of use its counselreasonable, and to exercise commercially reasonable commercial, good faith efforts to obtain a protective order or other reliable assurance that confidential treatment cause its Affiliates and Representatives to observe the terms of this Section 8.2 will be accorded liable for breach under this Agreement for any failure by its Affiliates and Representatives to that portion act in accordance with the terms of the Confidential Information which is being furnished or disclosed.this Section 8.2. 18 8.3 Governing Law; Consent to Jurisdiction. 19

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

Confidentiality. Each party This Trust Agreement and certain information relating to this Agreement agrees that the Trust is "Confidential Information" pursuant to applicable federal and state law, and as such it shall treat as confidential, be maintained in confidence and not disclosed, used or duplicated, except as described in this Section. If it is necessary for the Trustee to disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party in order to perform the Trustee's duties hereunder and the Company has authorized the Trustee to do so, the Trustee shall disclose only such Confidential Information as is made necessary for such third party to perform its obligations to the Trustee and shall, before such disclosure is made, ensure that said third party understands and agrees to the confidentiality obligations set forth herein. The Trustee and the Company shall maintain appropriate information security programs and adequate administrative and physical safeguards to prevent the unauthorized disclosure, misuse, alteration or destruction of Confidential Information, and shall inform the other party as soon as possible of any security breach or other incident involving possible unauthorized disclosure of or access to Confidential Information. Confidential Information shall be returned to the disclosing party upon request. Confidential Information does not include information that is generally known or available to the public or that is not treated as confidential by the disclosing party, provided, however, that this exception shall not apply to any publicly available information to the extent that the disclosure or sharing of the information by one or both parties is subject to confidentiality obligationsany limitation, and (c) shall not prevent disclosures expressly permitted restriction, consent, or notification requirement under any applicable federal or state information privacy law or regulation. If the receiving party is required under applicable by law, rule or regulation subject according to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatoriesadvice of competent counsel, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to receiving party may do so without breaching this Section, but shall first, if feasible and legally permissible, provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party disclosing party with prompt notice of that request(s) such pending disclosure so that the Disclosing Party disclosing party may seek an appropriate a protective order or other appropriate remedy and/or or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedSection.

Confidentiality. Each party to this Agreement agrees that it (a) From and after the Closing Date, each of the Parties shall treat as confidentialhold, and not disclose to any third partyshall cause their respective Subsidiaries and Affiliates and its and their directors, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the officers, employees, agents, consultants, advisors, and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) representatives (collectively, “Confidential InformationRepresentatives”) to hold all Confidential Information in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information and shall not use such Confidential Information and shall not release or disclose such Confidential Information to any other Person, except its Representatives or except as required by applicable law. Each Party shall be responsible for any breach of this section by any of its Representatives. (b) 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 receiving Party shall, to the extent expressly permitted or required under applicable laws and regulationslegally permissible, provide notice to the providing Party before disclosing such Confidential Information. All Confidential Information that a Disclosing Party provides to a Receiving Upon receipt of such notice, the providing Party shall not be used by promptly either seek an appropriate protective order, waive the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any receiving Party’s confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information obligations hereunder to the extent necessary to render permit the services receiving Party to respond to the demand, or perform otherwise fully satisfy the obligations pursuant subpoena or demand or the requirements of the applicable Governmental Authority. If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this Agreementsection, provided the receiving Party may disclose that any disclosure to a third party is made subject to confidentiality obligations, and portion of Confidential Information covered by the notice or demand. (c) shall Each Party acknowledges that the disclosing Party would not have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants contained in this Section 4.1 and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, apply to a court for an injunction to prevent disclosures expressly breaches of this Section 4.1 and to enforce specifically the terms and provisions of this Section 4.1. Notwithstanding any other section hereof, to the extent permitted or required under by applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Section 4.1 shall survive the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

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

Confidentiality. Each party to During the Term of this Agreement agrees that it and for five (5) years thereafter, each Party shall treat maintain in strict confidence the Confidential Information (as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advicedefined below) provided to it (“Receiving Party”) by of the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Each Party shall not be used by use the Receiving Confidential Information of the other Party for any purpose other than the purposes expressly permitted by this Agreement, and shall not permitted disclose such Confidential Information to any third party (including in connection with any publications, presentations or other disclosures) except to its employees, agents or advisors (“Representatives”) who have a need to know such Confidential Information to perform such Party’s obligations under this Agreement. The foregoing (a) Each Party shall ensure that any Representative to whom it discloses the other Party’s Confidential Information is informed of the confidential nature of and duty not to disclose the information, and is obligated under written obligation to maintain the confidentiality thereof on terms at least as restrictive as those set forth herein. Each Party shall be applicable to responsible for any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention breach of this Agreement or any confidentiality obligation known by its Representatives, which shall be considered a breach by such Party. Under no circumstances shall the receiving Party use the disclosing Party’s Confidential Information for its own commercial advantage to the Receiving detriment of the disclosing Party. Each Party may disclose such of the Confidential Information of the other Party as may be required by the order of a court of competent jurisdiction or by any governmental authority having jurisdiction, (b) shall not prevent provided that prior to any such disclosure or use of the Party required to disclose shall, to the extent permitted by Law, notify the other Party prior to disclosing any Confidential Information and provide such other Party with a reasonable opportunity to contest or limit the scope of the required disclosure and obtain any protective orders as may be appropriate. In the event the disclosure is nonetheless compelled, the Party making the disclosure shall only disclose the information to the extent necessary required to render comply with the services Law. Upon termination or perform the obligations pursuant to expiration of this Agreement, provided or upon request, a Party shall destroy or return all Confidential Information of the other Party and certify in writing that any disclosure such return (or destruction) has been completed; provided, however, that each Party shall be entitled to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests retain one archival copy of such Confidential Information solely for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice purposes of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving monitoring such Party’s compliance with the provisions of its obligations under this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedARTICLE 12 - .

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

Confidentiality. Each party to this Agreement agrees that it (a) From and after the Closing Date, each of the Parties shall treat as confidentialhold, and not disclose to any third partyshall cause their respective Subsidiaries and Affiliates and its and their directors, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the officers, employees, agents, consultants, advisors, and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) representatives (collectively, “Confidential InformationRepresentatives”) to hold all Confidential Information in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information and shall not use such Confidential Information and shall not release or disclose such Confidential Information to any other Person, except its Representatives or except as required by applicable law. Each Party shall be responsible for any breach of this section by any of its Representatives. (b) 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 receiving Party shall, to the extent expressly permitted or required under applicable laws and regulationslegally permissible, provide notice to the providing Party before disclosing such Confidential Information. All Confidential Information that a Disclosing Party provides to a Receiving Upon receipt of such notice, the providing Party shall not be used by promptly either seek an appropriate protective order, waive the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any receiving Party’s confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information obligations hereunder to the extent necessary to render permit the services receiving Party to respond to the demand, or perform otherwise fully satisfy the obligations pursuant subpoena or demand or the requirements of the applicable Governmental Authority. If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this Agreementsection, provided the receiving Party may disclose that any disclosure to a third party is made subject to confidentiality obligations, and portion of Confidential Information covered by the notice or demand. (c) shall Each Party acknowledges that the disclosing Party would not have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants contained in this Section 6.1 and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, apply to a court for an injunction to prevent disclosures expressly breaches of this Section 6.1 and to enforce specifically the terms and provisions of this Section 6.1. Notwithstanding any other section hereof, to the extent permitted or required under by applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Section 6.1 shall survive the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

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

Confidentiality. For the purpose of this section each Party shall be called Disclosing Party and Receiving Party respectively. Each party to this Agreement agrees Party acknowledges that Confidential Information is proprietary, that it shall treat as confidential, is valuable to Disclosing Party and not disclose that any disclosure or unauthorized use thereof may cause irreparable harm and loss to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known . Obligations of Receiving Party in regard to be confidential, including the investment activities or holdings Confidential Information: i. In consideration of the Portfolio(s) (collectively, “disclosure to Receiving Party of Confidential Information”) except , Receiving Party agrees to the extent expressly permitted or required under applicable laws receive and regulations. All to treat Confidential Information that a Disclosing Party provides as confidential and restricted and to a Receiving Party shall not be used by undertake the Receiving Party additional obligations set forth in ii to iv below with respect thereto, ii. To use Confidential Information solely for any the purpose not permitted under of fulfilling this Agreement, or for the purpose of enhancing or improving the services provided under Highcharts Advantage or the general customer experience when doing business with Highsoft and/or Highsoft’s trusted partners, unless otherwise expressly agreed to in writing by Parties, iii. The foregoing (a) shall not be applicable Not to duplicate any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement Confidential Information or any confidentiality obligation known parts thereof, iv. Not to the Receiving Party, (b) shall not prevent disclosure or use of disclose any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this AgreementThird Parties except on a need-to-know basis, and provided that any disclosure each receiving entity or person has been priorly notified of and required to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (declare its abidance to the extent practicable relevant terms and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions conditions of this Agreement, Notwithstanding item iv above, information stated in the Receiving License Statement provided by Highsoft to Licensee may be shared with Highsoft’s officers, employees, Affiliates and trusted partners, provided that Highsoft holds an agreement with such entity or person committing them to same level of confidentiality as the Parties have agreed to in this Agreement. Upon Expiration or Termination of this Agreement, however occasioned, each Party agrees shall remove, delete or otherwise destroy any of other Party‘s material that it has received, copied or otherwise obtained, including but not limited to furnish only Confidential Information, except for information required to support any license, sublicense or maintenance obligations already granted or undertaken by Licensee towards any Third Party, or information required for tax purposes or otherwise required by mandatory law. A written confirmation that portion such deletion has been completed shall upon request be sent to the other Party without undue delay. For the avoidance of doubt, this obligation to remove, delete or otherwise destroy materials shall not include the Releases of the Confidential Information Licensed Software to which Licensee has gained perpetual rights to in accordance with this Agreement, unless the Agreement is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedterminated by Highsoft for material breach by Licensee.

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

Confidentiality. Each party to The existence of and the terms of this Agreement agrees that it shall treat as confidentialand any Confidential Information relating thereto or to the Parties is confidential to the Parties and their professional advisers and will not be disclosed by them to anyone whatsoever unless disclosure is required by Law, or by order of Court, or to enable the disclosing Party to comply with the requirements of any licensed stock exchange or other Responsible Authority, or unless otherwise agreed to in Writing by the Parties. The Parties will hold such Confidential Information in the strictest confidence, prevent any copying thereof by whatever means and not make use thereof other than for the purposes of this Agreement and to release it only to such properly authorised directors, employees or third parties requiring such information for the purposes of this Agreement and will not release or disclose it to any third party, any information (including other Person who has not signed an agreement expressly binding himself or itself not to use or disclose it other than for the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings purposes of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall confidentiality undertaking and obligations contained herein do not be applicable apply to any information that which- - is publicly available when provided by at the Disclosing Party date of disclosure or which thereafter becomes publicly available from sources other than the Parties; and - is required by Law or any Responsible Authority to be disclosed. The Parties will take such precautions as may be reasonably necessary to maintain the secrecy and confidentiality of the Confidential Information in contravention respect of any other Person to whom any such information may have been or will be disclosed. Save as may be required during the normal course of business and/or by Law or any Responsible Authority, no announcement or publicity of the existence of this Agreement or its content will be made or issued by or on behalf of any confidentiality obligation known to Party without first obtaining the Receiving prior Written Consent of the other Party, (b) shall which Consent may not prevent disclosure be unreasonably conditioned, delayed and/or withheld. To the extent that a Party is required to apply for an interdict, injunction or use similar urgent relief, specific performance and/or other equitable remedy as may be appropriate for any threatened or actual breach of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions provision of this Agreement, including but not limited to this confidentiality Clause, no proof of special damages will be necessary for the Receiving Party agrees to furnish only that portion enforcement of the rights under this Agreement nor will it be necessary to argue that damages would or would not be an adequate remedy for any breach of this confidentiality Clause. This confidentiality Clause is without prejudice to any other rights or remedies that a Party may have under this Agreement and/or in Law. The provisions herein pertaining to the data protection and confidentiality provisions will survive the termination of this Agreement for whatsoever cause and/or reason for a period of 2 (two) years from the date the Agreement is terminated. Upon expiry or termination of this Agreement, howsoever caused, upon Written request, the Parties will each forthwith return to the other any physical manifestations, including electronic means, of such Confidential Information which is legally required Information, secrets or know-how, then or thereafter in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order possession or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedunder its control.

Confidentiality. Each party The contents of this Agreement and all other documents relating to this Agreement, and any information made available by one Party to the other Party with respect to this Agreement agrees that it are confidential and shall treat as confidential, and not disclose be disclosed to any third party, party (nor shall any information (including the Sub-Adviser’s investment advicepublic announcement relating to this Agreement be made by either Party) provided to it (“Receiving Party”) by without the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential’s prior written consent, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing such information (a) shall not be applicable to any information that is publicly as may become generally available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving public through no fault of either Party, (b) shall as may be required or appropriate in response to any summons, subpoena, or otherwise in connection with any litigation or regulatory process or to comply with any Applicable Law or accounting disclosure rule or standard, (c) as may be obtained from a non-confidential source that disclosed such information in a manner that did not prevent disclosure or use of any Confidential Information violate its obligations to the extent necessary non-disclosing Party in making such disclosure, (d) as may be furnished to render the services non-disclosing Party’s Affiliates, and to each of such Party’s and its Affiliates’ auditors, attorneys, advisors or perform lenders (such Party’s “Representatives”) which are required to keep the obligations pursuant information that is disclosed in confidence, or (e) as may be required or appropriate to generate and/or transfer RTCs or as otherwise required or appropriate under the Certification Standard or to implement the transactions contemplated under this Agreement, provided and provided, further, that a Party may disclose any one or more of the commercial terms of this Agreement (other than the name of the other Party unless otherwise agreed to in writing by the Parties) to any industry price source for the purpose of aggregating and reporting such information in the form of a published energy price index. For the avoidance of doubt, the restrictions set forth herein regarding confidential information subject to this Section 8.2 shall not apply with respect to any disclosure required to comply with United States federal securities laws, applicable state securities laws, or the rules or regulations of a third party national stock exchange, as determined in the disclosing Party’s sole reasonable discretion. In addition, nothing herein shall prevent a Party from issuing or making any public announcement, press release or statement if it is made necessary to do so, in such disclosing Party’s sole reasonable discretion, in order to comply with Applicable Law or the rules and regulations of any public utility commission, stock exchange, or Governmental Authority having direct or indirect jurisdiction over such Party. With respect to information subject to confidentiality obligationsthis Section 8.2, and this obligation shall survive for a period of one (c1) shall not prevent disclosures expressly permitted year following the expiration or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions termination of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Each Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of use its counselreasonable, and to exercise commercially reasonable commercial, good faith efforts to obtain a protective order or other reliable assurance that confidential treatment cause its Affiliates and Representatives to observe the terms of this Section 8.2 will be accorded liable for breach under this Agreement for any failure by its Affiliates and Representatives to that portion act in accordance with the terms of the Confidential Information which is being furnished or disclosedthis Section 8.2. Governing Law; Consent to Jurisdiction.

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

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

Confidentiality. Each party to this Agreement Party agrees that it the other Party’s Confidential Information shall treat as confidentialbe used, disclosed, and not disclose copied by such Party only in furtherance of the exercise of the rights granted under this IPMA. All Houston Confidential Information used, disclosed, or copied by any Seattle Licensed Entity as of or prior to any third partythe Distribution Time in the ordinary course of business consistent with past practice shall be deemed to be so used, any information (including disclosed, or copied in furtherance of the Sub-Adviser’s investment advice) exercise of the rights granted under this IPMA, provided to it (“Receiving Party”) that such use, disclosure, or copying is consistent with the licenses granted under this IPMA. All Seattle Confidential Information used, disclosed, or copied by the other party (“Disclosing Party”) that is marked “Confidential” Houston Group as of or that reasonably should prior to the Distribution Time in the ordinary course of business consistent with past practice shall be known deemed to be confidentialso used, including the investment activities disclosed, or holdings copied in furtherance of the Portfolio(s) (collectivelyexercise of the rights granted under this IPMA, “provided that such use, disclosure, or copying is consistent with the licenses granted under this IPMA. Each Party shall use, as a minimum, the same degree of care as it uses to protect its own Confidential Information of a similar nature, but no less than reasonable care, to prevent the unauthorized use, disclosure or publication of the other Party’s Confidential Information”. Without limiting the generality of the foregoing: (a) except to Each Party shall only disclose the extent expressly permitted or required under applicable laws and regulations. All other Party’s Confidential Information to its employees or any individual or entity that (i) is a Disclosing Party provides sublicensee to a Receiving Party shall not be used by the Receiving Party for any purpose not which rights are sublicensed as permitted under this Agreement. The foregoing IPMA, or (aii) shall not be applicable has a bona fide need to any information that is publicly available when provided access the other Party’s Confidential Information consistent with such Party’s rights under this IPMA, in each case, (A) pursuant to confidentiality obligations no less restrictive than the obligations imposed by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known Seattle Business prior to the Receiving Party, Distribution Date and (bB) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services exercise its rights or perform the its obligations pursuant to under this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance IPMA in accordance with the following. If a Receiving terms and conditions of this IPMA. (b) Each Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) shall affix to disclose any copies it makes of any of the other Party’s Confidential Information, the Receiving Party agrees to provide (all proprietary notices or legends affixed to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with Confidential Information as they appear on the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion copies of the other Party’s Confidential Information which is legally required in originally received from the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedParty.

Confidentiality. 6.1 Each party to Party may use the Confidential Information of the other Party only in the performance of this Agreement agrees that it shall treat as confidentialAgreement, and not for no other purpose. Each Party may disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by Confidential Information of the other party Party (the “Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidentialits affiliates, including the investment activities or holdings of the Portfolio(s) and to its and its affiliates’ directors, officers, employees, technical personnel, advisors, consultants, service providers, agents, attorneys, reinsurers, and accountants (collectively, “Confidential InformationRepresentatives”) except as necessary to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under carry out this Agreement. The foregoing (a) shall Each Party agrees that it will disclose such information only to those of its Representatives with a need to know such information for the purposes described herein and each Party agrees to inform its Representatives of the confidential nature of the Confidential Information, to cause such Representatives to observe the terms of this Agreement, and to be responsible for breach of the obligations by such Representatives. For the avoidance of doubt, Representatives of each Party who do not receive or have access to any Confidential Information hereunder will not be applicable bound by or subject to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention terms of this Agreement or any confidentiality obligation known to the Receiving PartyAgreement. In addition, (b) shall not prevent disclosure or use of neither Party hereto will send nor make available any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party not described under this Agreement without first obtaining prior written approval from the other Party. 6.2 Any Party that is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted legally requested or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any of the Confidential InformationInformation of the Disclosing Party, the Receiving Party agrees to whether in connection with a judicial, administrative or regulatory proceeding in which it or a partner, officer, director, employee or affiliate is involved or as requested or required by regulatory authority or otherwise by law, will provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) prior to disclosing any Confidential Information, unless such notice is prohibited by law or the rules governing the process requiring such disclosure and prior notice will be required only if reasonably practicable, so that the Disclosing Party may seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If In the event that such protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreementobtained, the Receiving other Party agrees to will furnish only that portion of the Confidential Information which of the Disclosing Party that it is advised by legal counsel is legally required in the reasonable opinion of to be disclosed and will exercise its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance assurance, that confidential treatment will be accorded to that portion of the Confidential Information which of the Disclosing Party. Notwithstanding anything to the contrary in this Agreement, in no event shall this Agreement require receiving party to act in contravention of any legal process, regulatory proceeding or from complying with any law or regulation. 6.3 Upon termination of this Agreement for any reason, DataFix and Client will each, at its option, promptly destroy or return to the other, upon any written request, any and all Confidential Information relating to the other Party in their possession, or in the possession of any of their affiliates, including any copies, reproductions, summaries, analyses or extracts thereof, whether in written or electronic media; provided, however, that neither Party shall be obligated to return or destroy any such information that may be contained in its electronic back-up systems, and each Party may retain copies of the other’s Confidential Information, subject to the confidentiality terms of this Agreement, in accordance with its corporate record retention practices, for legal or regulatory purposes. An officer of the receiving party destroying or returning such Confidential Information shall certify to the Disclosing Party that such return or destruction has taken place, and that all Confidential Information disclosed by Disclosing Party has been so destroyed or returned. Notwithstanding anything in this Section 6.3, certain incidental Confidential Information or information derivative of it that is generated by the DataFix system in the course of performing the Services and that is too embedded within DataFix’s data files to be readily extracted under this Section may be retained indefinitely by DataFix provided that DataFix uses that information solely for the internal purpose of operating its systems and generating data analytics for internal use, and provided that DataFix continues to treat such Confidential Information in accordance with the confidentiality provisions of this Agreement. 6.4 Subject only to the express provisions of this Agreement, as between the Parties each Party is and will be the exclusive owner of all Confidential Information of said Party and all Intellectual Property Rights therein. The Client agrees that as between the Parties, DataFix owns all Intellectual Property Rights that form part of the Services including, without limitation, VoterView and any DataFix branding used in relation thereto. DataFix agrees that as between the Parties, Client owns all Intellectual Property Rights that form part of a Client Data. This Agreement is not a contract of work for hire for the development of intellectual property, and any updates, modifications, upgrades, or revisions that DataFix makes to the Service, VoterView or any of its technology or other information systems shall, as between the Parties, be the property of DataFix. 6.5 The confidentiality obligations set out in this Section 6.0 are in addition to DataFix’s obligation to comply with the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), R.S.O. 1990, c. M.56, all other applicable privacy and personal information laws and any other security and privacy obligations set out in this Agreement. 6.6 DataFix will not use or reproduce Confidential Information from Client other than as reasonably required for the performance of the Services under this Agreement. DataFix will not, without the prior written consent of the Client given on such terms and conditions as it prescribes in its sole discretion, disclose or allow access to the Client Confidential Information to any person, except to only those of its own employees who have a need to know such information solely for the provision of the Services, and who have been advised of its confidential nature and have agreed to be bound by the confidentiality and restricted use provisions in this section. DataFix will take all reasonable precautions against the Confidential Information being furnished used by or discloseddisclosed to any unauthorized person. 6.7 This Section 6.0 shall survive the expiration or earlier termination of this Agreement.

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

Confidentiality. Each party to this Agreement agrees that it (a) From and after the Closing Date, each of the Parties shall treat as confidentialhold, and not disclose shall undertake commercially reasonable efforts to any third partycause their respective Subsidiaries and Affiliates and its and their directors, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the officers, employees, agents, consultants, advisors and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) representatives (collectively, “Confidential InformationRepresentatives”) to hold all Confidential Information of the other Parties in strict confidence, with at least the same degree of care that applies to such Party’s own confidential and proprietary information (and in no event less than a reasonable degree of care) and shall not use such Confidential Information except as reasonably necessary for the conduct of the business of a Party, and shall not release or disclose such Confidential Information to any other Person, except its Representatives on a need-to-know basis under confidentiality obligations no less restrictive than in this Agreement, or except as required by applicable law. Each Party shall be responsible for any breach of this section by any of its Representatives. (b) 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 receiving Party shall, to the extent expressly permitted or required under applicable laws and regulationslegally permissible, provide notice to the providing Party before disclosing such Confidential Information. All Confidential Information that a Disclosing Party provides to a Receiving Upon receipt of such notice, the providing Party shall not be used by promptly either seek an appropriate protective order, waive the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any receiving Party’s confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information obligations hereunder to the extent necessary to render permit the services receiving Party to respond to the demand, or perform otherwise fully satisfy the obligations pursuant subpoena or demand or the requirements of the applicable governmental authority. If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this Agreementsection, provided the receiving Party may disclose that any disclosure to a third party is made subject to confidentiality obligations, and portion of Confidential Information covered by the notice or demand. (c) shall Each Party acknowledges that (i) the disclosing Party would not prevent disclosures expressly permitted have an adequate remedy at law for the breach by the receiving Party of any one or required under applicable lawmore of the covenants contained in this Section 5.1 and (ii) Oasis would not have an adequate remedy at law for the breach of any one or more of the covenants of the Partnership Group contained in Article III, rule or regulation subject to compliance with and agrees that, in the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Informationevent of such breach, the Receiving disclosing Party agrees to provide (or Oasis, respectively, may, in addition to the extent practicable other remedies that may be available to it, apply to a court for an injunction to prevent any further breaches and not prohibited under applicable law) to enforce specifically the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the terms and provisions of this Agreement. If that protective order or Notwithstanding any other remedy is not obtained section hereof, to the extent permitted by the date that the Receiving Party must comply with the requestapplicable law, or if the Disclosing Party waives compliance with the provisions of this Section 5.1 and Article III shall survive the expiration or termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

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

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

Confidentiality. Each Except as set forth in this Agreement, neither receiving party to this Agreement agrees that it shall treat as confidentialwill, and not disclose to any third without the prior written consent of the disclosing party, any information (including disclose or use the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings Confidential Information of the Portfolio(s) (collectivelydisclosing party. Each receiving party will protect the disclosing party’s Confidential Information using at least the same efforts the receiving party uses to protect its own confidential information of a similar nature, “Confidential Information”) except but in no event less than commercially reasonable efforts. Each receiving party agrees to limit disclosure and access to the extent expressly permitted or required under applicable laws and regulations. All disclosing party’s Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing those of its officers, employees, contractors, attorneys or other representatives who (a) shall not be applicable to any information that is publicly available when provided by reasonably require such access in connection with the Disclosing Party or which thereafter becomes publicly available other than in contravention consummation of the transactions contemplated under this Agreement or prosecuting or defending any confidentiality obligation known claim arising under or with respect to the Receiving Partythis Agreement, (b) are made aware of the Confidential Information’s confidential nature and (c) are subject to confidentiality obligations at least as restrictive as those set forth herein. Each receiving party agrees not to use the disclosing party’s Confidential Information for any purpose other than in connection with the consummation of the transactions contemplated under this Agreement or prosecuting or defending any claim arising under or with respect to this Agreement. Nothing in this Agreement shall not prevent disclosure be deemed or use construed to grant to the receiving party a license to sell, develop, exploit or create derivatives of any the disclosing party’s Confidential Information. A receiving party may disclose the disclosing party’s Confidential Information to the extent necessary required to render do so by applicable law, provided, that, (i) to the services or perform extent legally permissible, the receiving party notifies the disclosing party prior to making any such disclosure so as to enable the disclosing party to seek such protection as may be available to preserve the confidentiality of such Confidential Information and (ii) the receiving party discloses only such information as its counsel advises is legally required to be disclosed. Notwithstanding the obligations in this Section 8, neither receiving party’s obligations under this Section 8 shall apply to information that (1) is at the time of disclosure by the disclosing party to the receiving party in the public domain or, at any time thereafter enters the public domain through no breach of this Section 8 by the receiving party, (2) is already known to the receiving party at the time of its disclosure by the disclosing party to the receiving party, (3) is independently developed by the receiving party without use of or reference to Confidential Information of the disclosing party, or (4) is received by the receiving party from a third party who is not known to the receiving party to be subject to any restriction on disclosure. Promptly following receipt of the disclosing party’s written request, the receiving party shall return to the disclosing party or destroy (at the receiving party’s option) all of the disclosing party’s Confidential Information. Notwithstanding the foregoing, the receiving party shall have no obligation to return or destroy any of the disclosing party’s Confidential Information retained in standard archival or computer back-up systems or pursuant to the receiving party’s normal document or email retention practices, provided, that, the receiving party’s obligations under this Section 8 with respect thereto shall survive for two (2) years following the date such Confidential Information is no longer retained pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and sentence (cbut no less than two (2) shall not prevent disclosures expressly permitted years following expiration or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions termination of this Agreement). If that protective order Each party’s obligations under this Section 8 shall survive for two (2) years following expiration or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, provided, that, to the Receiving Party agrees to furnish only that portion extent any of the disclosing party’s Confidential Information constitutes a trade secret, the receiving party’s obligations under this Section 8 with respect thereto shall survive until such Confidential Information ceases to so constitute a trade secret (but no less than two (2) years following expiration or termination of this Agreement). Each receiving party acknowledges that a threatened or actual breach by it of this Section 8 may result in immediate, irreparable harm to the disclosing party for which is legally required monetary damages may not be adequate compensation and, consequently, that the disclosing party shall be entitled, in the reasonable opinion of its counseladdition to all other remedies available to it at law or equity, and to exercise commercially reasonable efforts seek (without any requirement to obtain a protective order post bond) injunctive or other reliable assurance that confidential treatment equitable relief to prevent such threatened or actual breach. The receiving party will be accorded to that portion responsible for any violation of the Confidential Information which is being furnished terms of this Section 8 committed by its officers, employees, contractors, attorneys or disclosedother representatives.

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

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

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

Confidentiality. Each party As used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information the other Party (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. For the sake of clarity, the Parties acknowledge that Confidential Information includes the terms and conditions of this MSA. Except as expressly permitted in this MSA, the Receiving Party will not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly disclose, duplicate, publish, transfer or otherwise make available when provided by Confidential Information of the Disclosing Party in any form to any person or which thereafter becomes publicly available other than entity without the Disclosing Party’s prior written consent. The Receiving Party will not use the Disclosing Party’s Confidential information except to perform its obligations under this MSA, such obligations including, in contravention the case of this Agreement or any confidentiality obligation known CyFlare, to provide the Services. Notwithstanding the foregoing, the Receiving Party, (b) shall not prevent disclosure or use of any Party may disclose Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreementrequired by law, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide Party: (to the extent practicable and not prohibited under applicable lawa) gives the Disclosing Party with prompt prior written notice of that request(s) such disclosure so that as to afford the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the requesta reasonable opportunity to appear, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counselobject, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that appropriate relief regarding such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and to obtain confidential treatment will be accorded or protective order; and (c) allows the Disclosing Party to that portion of participate in the proceeding. Further, Confidential Information which does not include any information that: (i) is being furnished or disclosedbecomes generally known to the public without the Receiving Party’s breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party’s breach of any obligation owed to the Disclosing Party; or (iii) is received from a third party who obtained such Confidential Information without any third party’s breach of any obligation owed to the Disclosing Party.

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

Confidentiality. Each party Section 14.1 The Parties agree (for and on behalf of themselves and their respective Subsidiaries) that if either Party or its respective Subsidiaries provides confidential or proprietary information to the other Party or its respective Subsidiaries (“Proprietary Information”), such Proprietary Information shall be held in confidence, and the receiving Party or its respective Subsidiary shall afford such Proprietary Information the same care and protection as it affords generally to its own confidential and proprietary information (which in any case shall be not less than reasonable care) in order to avoid disclosure to or unauthorized use by any third Party. The Parties acknowledge and agree (for and on behalf of themselves and their respective Subsidiaries) that all information disclosed by either Party or its respective Subsidiaries to the other Party or its respective Subsidiaries in connection with or pursuant to this Agreement agrees shall be deemed to be Proprietary Information, provided that it verbal information is indicated as being confidential or proprietary when given. All Proprietary Information, unless otherwise specified in writing, shall treat as confidentialremain the property of the disclosing Party or its respective Subsidiary, shall be used by the receiving Party or its respective Subsidiaries only for the intended purpose, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidentialsuch written Proprietary Information, including all copies thereof, shall be returned to the investment activities disclosing Party or holdings its respective Subsidiary or destroyed after the need of the Portfolio(s) (collectively, “Confidential Information”) receiving Party or its respective Subsidiaries for such information has expired or upon the request of the disclosing Party or its respective Subsidiary. Proprietary Information shall not be reproduced except to the extent expressly necessary to accomplish the purpose and intent of this Agreement, or as otherwise may be permitted in writing by the disclosing Party or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party its respective Subsidiary. Section 14.2 The foregoing provisions of Section 14.1 shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable apply to any information that is publicly available when provided by the Disclosing Party or Proprietary Information which thereafter (i) becomes publicly available other than through the disclosing Party; (ii) is required to be disclosed by a Law or Regulation; (iii) is independently developed by the receiving Party; or (iv) becomes available to the receiving Party without restriction from a third Party. Section 14.3 Notwithstanding Sections 14.1 and 14.2 either Party and its respective Subsidiaries may disclose Proprietary Information to its employees, agents, lenders, funding partners and legal and financial advisors to the extent necessary or appropriate in contravention connection with the negotiation and/or performance of this Agreement or in obtaining financing, provided that each such Party is notified of the confidential and proprietary nature of such Proprietary Information and is subject to or agrees to be bound by similar restrictions on its use and disclosure. Section 14.4 Neither Party shall issue any confidentiality obligation known public announcement or press release relating to the Receiving execution of this Agreement without the prior approval of the other Party, (b) which approval shall not prevent disclosure be unreasonably withheld. Section 14.5 In the event either Party or use its respective Subsidiaries shall be required to disclose all or any part of this Agreement in, or attach all or any Confidential Information part of this Agreement to, any regulatory filing or statement, each Party agrees to discuss and work cooperatively, in good faith, with the other Party, to protect, to the extent necessary to render possible, those items or matters which the services other Party or perform the obligations pursuant to this Agreementits respective Subsidiary deems confidential and which may, provided that any disclosure to a third party is made subject to confidentiality obligationsin accordance with applicable laws, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the be deleted there from. Section 14.6 The provisions of this Agreement. If that protective order Article 14 shall survive expiration or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party Neither Party shall have the right to disclose the terms of this Agreement agrees that it except as required by law. To the fullest extent permitted by law, except as aforesaid, neither Party shall treat as confidentialdisclose any portion of this Agreement or its Attachments, and not disclose amendments or any other supplement, to any third party, other than to its accountants, attorneys, agents, consultants or permitted assignees without the other Party's prior written consent, and any information (including the Sub-Adviser’s investment advice) provided such accountants, attorneys, agents consultants or permitted assignees shall agree in writing to it (“Receiving Party”) be bound by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention terms of this Agreement or any confidentiality obligation known to Article 27. Without limiting the Receiving Partyforegoing, (b) shall not prevent disclosure or use of any Confidential Information to in the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party event either Party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or legally required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions terms of this Agreement, the Receiving Party agrees Parties agree to furnish only that portion exert their reasonable best efforts to request confidential treatment of the Confidential Information which clauses and conditions of this Agreement relevantly designated by either Party as confidential. Without limiting its obligations pursuant to the preceding sentence, Buyer agrees that if it is legally required required, in the reasonable opinion of its counsel, to file publicly or otherwise disclose the terms of this Agreement under applicable federal and/or state securities or other laws, it shall promptly (but in no case less than ten (10) Business Days prior to the proposed filing in question) notify Embraer so that Embraer has a reasonable opportunity to contest or limit the scope of such required disclosure, and Buyer shall request, and shall use its best reasonable efforts to exercise commercially obtain, confidential treatment for such sections of this Agreement as Embraer may designate. Buyer further agrees that it shall not in any circumstances file publicly or otherwise disclose the terms of this Agreement under applicable federal and/or state securities or other laws if it has not complied with its obligations pursuant to the previous sentence. Embraer shall have the right to terminate this Agreement pursuant to Article 23.c if Buyer fails to comply with its obligations pursuant to the previous two sentences (e.g., to notify Embraer that Buyer is required to file or otherwise disclose terms of this Agreement, to request and use its best reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded of sections designated by Embraer as confidential, or to that portion file publicly or otherwise disclose the terms of the Confidential Information which is being furnished or disclosedthis Agreement if it has not complied with its obligations).

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

Confidentiality. Each party to (a) During the course of the Parties’ performance under this Agreement agrees that it shall treat as confidentialAgreement, and not disclose to any third partya Party may receive proprietary, any business sensitive, or critical infrastructure information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except necessary to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under fulfill its respective obligations in connection with this Agreement. The foregoing Parties agree that their mutual objective under this provision is to provide appropriate protection for Confidential Information, while maintaining the ability to conduct their respective business activities. (ab) No obligation of confidentiality shall not be applicable apply to any information that is publicly available when provided by the Disclosing Party recipient: (i) already possesses without obligation of confidentiality; (ii) develops independently; or which thereafter becomes publicly available other than in contravention (iii) rightfully receives without any obligation of this Agreement confidentiality from a third party. (c) The Parties may transfer or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any exchange such Confidential Information to with and between the extent necessary to render other Regional Entities as third-party beneficiaries of the services or perform the obligations pursuant to terms of this Agreement, provided that the Parties and the other Regional Entities as third-party beneficiaries continue to maintain the confidentiality of such information. (d) Except as set forth herein and within the NERC Rules of Procedure, the Parties agree to keep in confidence and not to copy, disclose, or distribute any Confidential Information or any part thereof, without the prior written permission of the issuing Party or specified third- party beneficiary of this Agreement, unless disclosure to a third party is made subject to confidentiality obligationsrequired by subpoena, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with other directive of a court, administrative agency, or arbitration panel. Unless prohibited from doing so under the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential InformationNERC Rules of Procedure, the Receiving recipient shall provide the Party agrees to provide (to or specified third- party beneficiary of this Agreement that provided the extent practicable and not prohibited under applicable law) the Disclosing Party Confidential Information with prompt notice of that request(sa request or requirement for disclosure of the Confidential Information in order to enable such issuing Party or specified third-party beneficiary of this Agreement to (a) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance remedy, (b) consult with the provisions recipient with respect to taking steps to resist or narrow the scope of such request or legal process, or (c) waive compliance, in whole or in part, with the terms of this AgreementSection. If that In the event a protective order or other remedy is not obtained by or the date that the Receiving issuing Party must comply with the request, or if the Disclosing Party specified third-party beneficiary of this Agreement waives compliance with the provisions of this Agreementprovisions, the Receiving Party recipient agrees to furnish only that portion of the Confidential Information which the recipient’s counsel advises is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion such Confidential Information. In the event of any inconsistency or conflict between the provisions of this Section 15 and the provisions of Section 1500 of the NERC Rules of Procedure, the provisions of Section 1500 of the NERC Rules of Procedure shall control. (e) Each Party shall ensure that its officers, trustees, directors, employees, subcontractors and subcontractors’ employees, and agents to whom Confidential Information which is being furnished or disclosedexposed are under obligations of confidentiality that are at least as restrictive as those contained herein. (f) This confidentiality provision does not prohibit reporting and disclosure as directed by ▇▇▇▇, as set forth in Section 6 of this Agreement, nor does it prohibit permitted disclosures as set forth in the NERC Rules of Procedure.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential(a) After the Closing Date, Sellers will not, and Sellers will use reasonable commercial efforts to cause its Affiliates not disclose to, use for its or their own benefit or divulge or convey to any third partyThird Party, any information Buyer or Parent Confidential Information relating to the Business or the Assets. (including b) After the Sub-Adviser’s investment adviceClosing Date, Buyer and Parent will not, and Buyer and Parent will use reasonably commercial efforts to cause its Affiliates not to, use for its or their own benefit or divulge or convey to any Third Party, any Sellers Confidential Information. (c) provided Notwithstanding the foregoing, neither Sellers nor Buyer or Parent shall be deemed to have violated this Section 6.3 if it or any of its Affiliates receives a request to disclose all or any part of the Buyer or Parent Confidential Information or Sellers Confidential Information, as applicable, in a legal proceeding or under the terms of a subpoena, civil investigative demand or order issued by a Governmental Body, and it or such Affiliate, to the extent not inconsistent with such request and to the extent time reasonably allows: (“Receiving Party”i) by notifies the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(sexistence, terms and circumstances surrounding such request; and (ii) (collectively, “Confidential Information”) except to furnishes only such portion of the extent expressly permitted Buyer or required under applicable laws and regulations. All Parent Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Sellers Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy as applicable, which it is not obtained advised by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which its counsel is legally required in the reasonable opinion of its counsel, obligated to be disclosed and to exercise commercially exercises reasonable efforts to obtain a protective an order or other reliable assurance that confidential treatment will be accorded to the disclosed Buyer Confidential Information or Sellers Confidential Information, as applicable. (d) For purposes of this Agreement, “Sellers Confidential Information” consists of all information, knowledge or data that portion is not related solely to the Business, Assets or the Purchased Contracts and that is not in the public domain or otherwise publicly available which are treated as confidential by Sellers as of the date hereof, provided, that Sellers Confidential Information which shall not include information that: (i) enters the public domain or becomes publicly available, so long as neither Buyer nor any of its Affiliates, directly or indirectly, improperly causes such information to enter the public domain, (ii) after the date of this Agreement becomes known to Buyer or any of its Affiliates on a non-confidential basis from a source that is being furnished not prohibited from disclosing such information to Buyer or disclosedsuch Affiliate by a contractual or other legal duty owed to Sellers, or (iii) after the date of this Agreement is developed independently by Buyer or any Affiliate of Buyer without violation of this Agreement.

Confidentiality. (a) The Shelter Management Agency recognizes that during the term of this Agreement, sensitive data will be procured and made available to it and agents and others working for or under the Shelter Management Agency. Further Shelter Management Agency also recognizes that any improper and unauthorized disclosure or usage of the data by any such recipient may constitute a breach of applicable laws causing harm not only to the DUSIB but also to the concerned citizens. The Shelter Management Agency shall demonstrate utmost care, sensitivity and strict confidentiality in respect of all such information. (b) Each party Party agrees as to any Confidential Information disclosed by a Party to this Agreement agrees that it shall treat as confidential, and not disclose (the "Discloser") to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party Party to this Agreement (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known the "Recipient"): i. to be confidentialtake such steps necessary to protect the Discloser's Confidential Information from unauthorized use, including reproduction and disclosure as the investment activities or holdings Recipient takes in relation to its own Confidential Information of the Portfolio(s) (collectivelysame type, “Confidential Information”) except but in no event less than reasonable care; ii. to the extent expressly permitted or required under applicable laws and regulations. All use such Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by only for the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention purposes of this Agreement or any confidentiality obligation known as otherwise expressly permitted or expressly required by this Agreement or as otherwise permitted by the Discloser in writing; iii. not, without the Discloser's prior written consent, to copy the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information or cause or allow it to be copied, directly or indirectly, in whole or in part, except as otherwise expressly provided in this Agreement, or as required in connection with Recipient's use as permitted under this Clause, or as needed for the extent necessary to render the services or perform the obligations pursuant to purposes of this Agreement, provided that any disclosure to proprietary legends and notices (whether of the Discloser or of a third party is made subject party) are not removed or obscured; iv. not, without the Discloser's prior written consent, to confidentiality obligationsdisclose, transfer, publish or communicate the Confidential Information in any manner to any person except as permitted under this Agreement; v. limit access to such Confidential Information and materials to those of its directors, partners, advisers, agents or employees who are directly involved in the consideration/evaluation of the Confidential Information and bind each of its directors, partners, advisers, agents or employees so involved to protect the Confidential Information and materials in the manner prescribed in this Agreement; and vi. upon discovery of any unauthorized disclosure or suspected unauthorized disclosure of Confidential Information, promptly inform the Discloser of such disclosure in writing and immediately return to the Discloser all such Information and materials, in whatsoever form, including any and all copies thereof. (c) The restrictions of this Clause shall not prevent disclosures expressly permitted apply to Confidential Information that: i. is or becomes generally available to the public through no breach of this Clause by the Recipient; ii. was in the Recipient's possession free of any obligation of confidence prior to the time of receipt of it by the Recipient hereunder; iii. is obtained by the Recipient independently of any of Discloser's Confidential Information; iv. is rightfully obtained by the Recipient from third parties authorized at that time to make such disclosure without restriction; v. is identified in writing by the Discloser as no longer proprietary or confidential; or vi. is required under applicable to be disclosed by law, rule regulation or regulation subject court order or under the Right to compliance Information Act, or to be furnished to the Parliament and/or its Committees, provided that the Recipient gives prompt written notice to the Discloser of such legal and regulatory requirement to disclose so as to allow the Discloser reasonable opportunity to contest such disclosure. (d) To the extent that such disclosure is required for the purposes of this Agreement, Recipient may disclose Confidential Information to: i. its employees, agents and to any of its affiliates and their respective employees but all of them should in turn be bound to maintain the confidentiality referred to herein on their part ; and ii. its professional advisors and auditors, who require access for the purposes of this Agreement, whom the Recipient has informed of its obligations under this Clause and in respect of whom the Recipient has used commercially reasonable efforts to ensure that they are contractually obliged to keep such Confidential Information confidential on terms substantially the same as set forth in this Clause. The Recipient may also disclose Confidential Information to any entity with the following. If a Receiving Discloser's prior written consent. (e) The provisions of this Clause shall survive the expiration or any earlier termination of this Agreement. (f) Confidential Information shall be and remain the property of the Discloser and nothing in this Clause or Agreement shall be construed to grant either Party becomes legally compelled (by interrogatories, requests for information any right or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (license with respect to the extent practicable and not prohibited other Party's Confidential Information otherwise than as is expressly set out in this Agreement. (g) Subject as otherwise expressly provided in this Agreement all Confidential Information in tangible or electronic form under applicable lawthe control of the Recipient shall either be destroyed, erased or returned to the Discloser promptly upon the earlier of: (i) the Disclosing Party with prompt notice written request of that request(sthe Discloser, or, (ii) so that the Disclosing Party may seek an appropriate protective order termination or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions expiry of this Agreement. If that protective order or Notwithstanding the forgoing, all Parties may retain, subject to the terms of this Clause, a reasonable number of copies of the other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives Party's Confidential Information solely for confirmation of compliance with the provisions confidentiality obligations of the Agreement. All the Parties agree that monetary damages would not be a sufficient remedy for any breach of this Clause by the other Party and that the DUSIB and Shelter Management Agency, as appropriate, shall be entitled to equitable relief, including injunction and specific performance as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by a Party of this Clause, but shall be in addition to all other remedies available at law or equity to the damaged Party including the right to terminate this Agreement. (h) In connection with the Services, Shelter Management Agency may from time to time undertake one or more quality assessment reviews for the Receiving Party agrees purpose of improving Project. In order for such reviews to furnish only be ▇▇▇▇▇ and candid, for the greatest benefit to DUSIB and Shelter Management Agency, they shall be kept confidential to the greatest extent possible. The Parties agree that portion of the any documentation created in connection with such quality assessment reviews shall be Confidential Information of Shelter Management Agency which is legally required licensed to DUSIB for any internal use except that in no event shall such documentation or the reasonable opinion results of its counsel, and such reviews be discoverable or admissible (or used for any purpose) in any arbitration or legal proceedings against Shelter Management Agency related to exercise commercially reasonable efforts to obtain a protective order the Agreement or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedServices.

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

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

Confidentiality. Each party (a) The arbitration, including any settlement discussions between the Parties related to this Agreement agrees that it the subject matter of the arbitration shall treat as confidential, be conducted on a private and not disclose confidential basis and any and all information exchanged and disclosed during the course of the arbitration shall be used only for the purposes of the arbitration. Neither Party shall communicate any information obtained or disclosed during the course of the arbitration to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to those experts or consultants employed or retained by, or consulted about retention on behalf of, such Party in connection with the extent expressly permitted or required under applicable laws arbitration and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information solely to the extent necessary to render for assisting in the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationsarbitration, and only after such persons have agreed to be bound by these confidentiality conditions. In the event that disclosure of any information related to the arbitration is required to comply with Applicable Law or court order or the disclosing Party’s disclosure obligations under Applicable Law, the disclosing Party shall promptly notify the other Party of such disclosure, shall limit such disclosure limited to only that information so required to be disclosed and shall have availed itself of the full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled. (b) The award of the Arbitrator and any reasons for the decision of the Arbitrator shall also be kept confidential except (i) as may reasonably be necessary to obtain enforcement thereof; (ii) for either Party to comply with its disclosure obligations under Applicable Law; (iii) to permit the Parties to exercise properly their rights under the Arbitration Rules; and (iv) to the extent that disclosure is required to allow the Parties to consult with their professional advisors. (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject Provided that Goldcorp first agrees in writing in favour of the Parties to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained be bound by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the confidentiality provisions of this Agreement, including this section 6 of this Schedule “C”, any Party may give Goldcorp notice that a matter under this Agreement is being arbitrated and may provide Goldcorp with all documents and correspondence associated with such arbitration proceeding and Goldcorp shall be entitled to be a party to the Receiving Party agrees to furnish only that portion arbitration proceeding upon the unanimous consent of the Confidential Information which is legally required in Parties or upon the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion determination of the Confidential Information which is being furnished or disclosedarbitrator.

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

Confidentiality. Each A. The information, data, statements, representations and other materials provided by the Company or the Reinsurer to the other arising from consideration and participation in this Agreement whether contained in the reinsurance submission, this Agreement, or in materials or discussions arising from or related to this Agreement, may contain confidential or proprietary information as expressly indicated by the disclosing party in writing from time to time to the other party of the respective parties (“Confidential Information”). This Confidential Information is intended for the sole use of the parties to this Agreement agrees that it shall treat (and their retrocessionaires, respective auditors and legal counsel) as confidentialmay be necessary in analyzing and/or accepting a participation in and/or executing their respective responsibilities under or related to this Agreement. Disclosing or using Confidential Information disclosed under this Agreement for any purpose beyond (i) the scope of this Agreement, (ii) the reasonable extent necessary to perform rights and not disclose responsibilities expressly provided for under this Agreement, (iii) the reasonable extent necessary to administer, report to and effect recoveries from retrocessional reinsurers, (iv) the extent necessary to comply with legal or regulatory requirements, or (v) persons with a need to know the information and who are obligated to maintain the confidentiality of the Confidential Information or who have agreed in writing to maintain the confidentiality of the Confidential Information is expressly forbidden without the prior written consent of the disclosing party. Copying, duplicating, disclosing, or using Confidential Information for any third purpose beyond this expressed purpose is forbidden without the prior written consent of the disclosing party, any information (including the Sub-Adviser’s investment advice) provided to it . B. Should a party (“Receiving Party”) receive a third party demand pursuant to subpoena, summons, or court or governmental order, to disclose Confidential Information that has been provided by the other another party to this Agreement (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential), including the investment activities or holdings of the Portfolio(s) (collectivelyReceiving Party shall, “Confidential Information”) except to the extent expressly permitted or required under applicable laws by law, make commercially reasonable efforts to notify the Disclosing Party promptly upon receipt of the demand and regulations. All prior to disclosure of the Confidential Information that a and provide the Disclosing Party provides a reasonable opportunity to a Receiving Party shall not be used by object to the disclosure. If such notice is provided, the Receiving Party for any purpose not permitted under may after the passage of five (5) business days after providing notice, proceed to disclose the Confidential Information as necessary to satisfy such a demand without violating this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by If the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known timely objects to the Receiving Party, (b) shall not prevent disclosure or use release of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to will comply with the extent practicable and not prohibited under applicable law) reasonable requests of the Disclosing Party in connection with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees efforts to furnish only that portion resist release of the Confidential Information which is legally required in Information. The Disclosing Party shall bear the reasonable opinion cost of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion resisting the release of the Confidential Information which is being furnished or disclosedInformation.

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

Confidentiality. Each party to this Agreement agrees that it (a) From and after the Effective Date, each Party shall treat as confidentialhold, and not disclose to any third partyshall cause its respective Subsidiaries and Affiliates and its and their directors, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the managers, officers, employees, agents, consultants, advisors, and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) representatives (collectively, “Confidential InformationRepresentatives”) to hold all Confidential Information of another Party in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information and shall not use such Confidential Information except in connection with the performance of the Services hereunder, and shall not release or disclose such Confidential Information to any other Person, except its Representatives. Each Party shall be responsible for any breach of this section by any of its Representatives. (b) 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 receiving Party shall, to the extent expressly permitted or required under applicable laws and regulationslegally permissible, provide notice to the providing Party before disclosing such Confidential Information. All Confidential Information that a Disclosing Party provides to a Receiving Upon receipt of such notice, the providing Party shall not be used by promptly either seek an appropriate protective order, waive the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any receiving Party’s confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information obligations hereunder to the extent necessary to render permit the services receiving Party to respond to the demand, or perform otherwise fully satisfy the obligations pursuant subpoena or demand or the requirements of the applicable governmental authority. If the receiving Party is nonetheless legally compelled to disclose such Confidential Information, or if the providing Party does not promptly respond as contemplated by this Agreementsection, provided the receiving Party may disclose that any disclosure portion of Confidential Information required to a third party is made subject to confidentiality obligations, and be disclosed by the subpoena or other demand. (c) shall Each Party acknowledges that the disclosing Party would not prevent disclosures expressly have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants contained in this Section 8.1 and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, to the fullest extent permitted or required under by applicable law, rule or regulation subject apply to compliance with a court for an injunction to prevent breaches of this Section 8.1 and to enforce specifically the followingterms and provisions of this Section 8.1. If a Receiving Party becomes legally compelled (by interrogatoriesNotwithstanding any other section hereof, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Section 8.1 shall survive the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

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

Confidentiality. Each (a) The terms of this Lease shall be confidential. Either party hereto may designate as confidential certain materials, maps, documents and other information exchanged in fulfilling the terms and intent of this Lease. In addition, in connection with the provision of material and/or services to this Agreement agrees that BNSF by Pathnet, or to BNSF, BNSF and/or Pathnet may discover or otherwise come into contact with specifications, drawings, computer programs, and/or technical or business information which BNSF or Pathnet has clearly identified as confidential. All construction plans, drawings and specifications, including, without limitation, all proposed Construction Drawings, Final Construction drawings and as-built plans and all information about the location of the Fiber Optic Facilities, will constitute confidential information. (b) Unless confidential information was previously known free of any obligation to keep it confidential, or has been or is subsequently made public, it shall treat be handled in confidence by BNSF and Pathnet and shall be disclosed only upon a need to know basis, such terms and conditions as may be mutually agreed upon in writing by the parties hereto, or as required by law. BNSF and Pathnet shall advise those employees, agents, and contractors who may have contact with such information, of the obligation to keep such information confidential, and not will use their best efforts to avoid unauthorized disclosure of such information. Notwithstanding the foregoing, either party may disclose confidential information to any third partythe extent required by applicable law or regulations, any information (including provided that the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by disclosing party has notified the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectivelydisclosing party's obligation to disclose, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure the non-disclosing party has had an opportunity to a third party is made subject to confidentiality obligations, and contest such disclosure. (c) shall not prevent disclosures expressly permitted In the event of an actual or required under applicable lawthreatened disclosure of such information by either party hereto which might cause irreparable harm to the other party hereto, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatoriesit is agreed that monetary remedies available at law may be inadequate and, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Informationtherefore, the Receiving Party agrees aggrieved or threatened party hereto shall be entitled to provide receive injunctive relief as an equitable remedy. (to d) Notwithstanding anything else herein, the extent practicable and not prohibited obligations of the parties hereto under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions this Section 26 shall survive termination of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions Lease for a period of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedthree years.

Confidentiality. Each party to this Agreement agrees that it (a) From and after the Closing Date, each of the Parties shall treat as confidentialhold, and not disclose to any third partyshall cause their respective Subsidiaries and Affiliates and its and their directors, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the officers, employees, agents, consultants, advisors, and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) representatives (collectively, “Confidential InformationRepresentatives”) to hold all Confidential Information in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information and shall not use such Confidential Information and shall not release or disclose such Confidential Information to any other Person, except its Representatives or except as required by applicable law. Each Party shall be responsible for any breach of this section by any of its Representatives. (b) 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 receiving Party shall, to the extent expressly permitted or required under applicable laws and regulationslegally permissible, provide notice to the providing Party before disclosing such Confidential Information. All Confidential Information that a Disclosing Party provides to a Receiving Upon receipt of such notice, the providing Party shall not be used by promptly either seek an appropriate protective order, waive the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any receiving Party’s confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information obligations hereunder to the extent necessary to render permit the services receiving Party to respond to the demand, or perform otherwise fully satisfy the obligations pursuant subpoena or demand or the requirements of the applicable Governmental Authority. If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this AgreementSection 4.1, provided the receiving Party may disclose that any disclosure to a third party is made subject to confidentiality obligations, and portion of Confidential Information covered by the notice or demand. (c) shall Each Party acknowledges that the disclosing Party would not have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants contained in this Section 4.1 and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, apply to a court for an injunction to prevent disclosures expressly breaches of this Section 4.1 and to enforce specifically the terms and provisions of this Section 4.1. Notwithstanding any other section hereof, to the extent permitted or required under by applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Section 4.1 shall survive the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party to this Agreement agrees that it (a) From and after the Effective Date, each Party shall treat as confidentialhold, and not disclose to any third partyshall cause their respective Subsidiaries and Affiliates and its and their directors, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the managers, officers, employees, agents, consultants, advisors, and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) representatives (collectively, “Confidential InformationRepresentatives”) to hold all Confidential Information of the other Party, in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information and shall not use such Confidential Information except in connection with its performance or acceptance of services hereunder and shall not release or disclose such Confidential Information to any other Person, except its Representatives. Each Party shall be responsible for any breach of this section by any of its Representatives. (b) 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 receiving Party shall, to the extent expressly permitted or required under applicable laws and regulationslegally permissible, provide notice to the providing Party before disclosing such Confidential Information. All Confidential Information that a Disclosing Party provides to a Receiving Upon receipt of such notice, the providing Party shall not be used by promptly either seek an appropriate protective order, waive the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any receiving Party’s confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information obligations hereunder to the extent necessary to render permit the services receiving Party to respond to the demand, or perform otherwise fully satisfy the obligations pursuant subpoena or demand or the requirements of the applicable governmental authority. If the receiving Party is nonetheless legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this Agreementsection, provided the receiving Party may disclose that any disclosure to a third party is made subject to confidentiality obligations, and portion of Confidential Information covered by the notice or demand. (c) shall Each Party acknowledges that the disclosing Party would not prevent disclosures expressly have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants contained in this Section 7.1 and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, to the fullest extent permitted or required under applicable by law, rule or regulation subject apply to compliance with a court for an injunction to prevent breaches of this Section 7.1 and to enforce specifically the followingterms and provisions of this Section7. 1. If a Receiving Party becomes legally compelled (by interrogatoriesNotwithstanding any other section hereof, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by Section7.1 shall survive the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions termination of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each (1) Except as otherwise specifically provided in this Article 15.1, neither any Party nor the Joint Venture shall divulge, disclose or communicate, or permit to be divulged, disclosed or communicated, to any unaffiliated third party to this Agreement agrees that it shall treat as confidentialin any manner, directly or indirectly, any Confidential Information, and each Party and the Joint Venture shall ensure that their respective Affiliates, officers, directors, employees (including, without limitation, individuals seconded thereto), agents and contractors (collectively "REPRESENTATIVES") do not divulge, disclose or communicate, or permit to be divulged, disclosed or communicated, to any unaffiliated third partyparty in any manner, directly or indirectly, any information (including Confidential Information. Confidential Information shall remain the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by exclusive and sole property of the other relevant disclosing party (“Disclosing the "PROTECTED PARTY") and shall be promptly returned upon the request of the Protected Party”. (2) that is marked “Confidential” The Parties and the Joint Venture shall only disclose or that reasonably should be known permit to be confidential, including the investment activities or holdings disclosed Confidential Information to those of their respective Representatives who have a need to know such Confidential Information (and then shall only disclose such portion of the Portfolio(sConfidential Information as is necessary) (collectivelyin order to consummate the transactions contemplated herein and to establish or conduct the Joint Venture's business and operations in the ordinary course. Each Party and the Joint Venture shall advise its Representatives of the confidentiality provisions hereunder, “Confidential Information”) except shall require relevant Representatives to sign agreements substantially similar to the extent expressly permitted or required under applicable laws Non-Disclosure and regulations. All Confidential Information that a Disclosing Party provides Non-Compete Contract, and shall be responsible to a Receiving Party shall not be used by the Receiving Protected Party for any purpose not permitted under this Agreement. The foregoing noncompliance by any such Representative. (a3) shall not be applicable to In the event that any information that is publicly available when provided by Party, the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement Joint Venture, or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure of their respective Representatives is required by applicable law or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to is validly ordered by a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) governmental entity having proper jurisdiction to disclose any Confidential Information, the Receiving Party agrees to affected party shall, as soon as possible in the circumstances, provide (to the extent practicable and not prohibited under applicable law) the Disclosing Protected Party with prompt prior written notice of that request(s) so the disclosure request or requirement, and, if requested by the Protected Party, shall furnish to the Protected Party an opinion of legal counsel that the Disclosing release of all such Confidential Information is required by applicable law. The proposed disclosing party shall seek, with the reasonable cooperation of the Protected Party may seek an appropriate if necessary, a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to shall exercise commercially reasonable best efforts to obtain a protective order or other reliable assurance assurances that confidential treatment will be accorded to that portion any Confidential Information disclosed. (4) The Parties and the Joint Venture shall take all other necessary, appropriate or desirable actions to preserve the confidentiality of the Confidential Information which is being furnished Information. (5) This Article 15.1 and the obligations and benefits hereunder shall survive for a period of ten (10) years after the termination or disclosedexpiration of this Contract or the termination, dissolution or liquidation of the Joint Venture or any of the Parties, provided that, however, any information concerning, directly or indirectly, the proprietary trade secrets of the Joint Venture or a Party shall be preserved in confidentiality and be entitled to the obligations and benefits hereunder in perpetuity.

Confidentiality. Each party to (a) During the term of this Agreement agrees that it and for […***…] years thereafter, Manufacturer and Company shall treat as confidential, not use for any purpose other than this Agreement and shall not reveal or disclose to third parties the subject matter of this Agreement and any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by Confidential Information received from the other party (“Disclosing Party”) that is marked “Confidential” as confidential in nature. Any Confidential Information disclosed by either party hereunder to the other party may be used only by employees of the other party or that reasonably should be known its affiliates who agree to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except bound by such party’s obligations hereunder with respect to the extent expressly permitted or required under applicable laws and regulations. All such Confidential Information that and who have a Disclosing Party provides genuine need to a Receiving Party shall not be used know such information for the purposes permitted by the Receiving Party for any purpose not permitted under this Agreement. The foregoing parties shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such Confidential Information is granted. Nothing herein shall be construed as preventing a receiving party from using and disclosing any Confidential Information as necessary (ai) shall not be applicable in prosecuting or defending litigation in accordance with Section 4.3; (ii) in connection with the initiation and conduct of clinical trials; or (iii) in conducting research and development in accordance with this Agreement including with third party collaborators (if such collaborators are subject to written confidentiality agreements with such party). (b) No public announcement or other disclosure to any information that is publicly available when provided by third party concerning the Disclosing Party existence of or which thereafter becomes publicly available other than in contravention terms of this Agreement shall be made, either directly or any confidentiality obligation known to the Receiving Partyindirectly, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant by either party to this Agreement, provided that except as may be legally required or as may be required for recording purposes, without first obtaining the written approval of the other party and agreement upon the nature and text of such announcement or disclosure. The party desiring to make any such public announcement or other disclosure (pursuant to a third party is made subject to confidentiality obligationslegal requirement, and (cfor recording purposes or otherwise) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance provide the other party with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion written copy of the Confidential Information which is legally required proposed public statement, in the reasonable opinion of its counsel, and reasonably sufficient time prior to exercise commercially reasonable efforts public release in order to obtain a protective order allow such other party to comment upon such announcement or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or discloseddisclosure.

Confidentiality. (a) Each party to Party (hereinafter in this Agreement agrees that it shall treat as confidentialSection, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by covenants with the other party Party (hereinafter in this Section, the “Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including it shall keep confidential the investment activities or holdings Confidential Information of the Portfolio(s) (collectively, “Confidential Information”) except Disclosing Party to which the extent expressly permitted or required under applicable laws Receiving Party obtains access as a consequence of entering into this Agreement and regulations. All that it will take all reasonable precautions to protect such Confidential Information that a Disclosing Party provides to a from any use, disclosure or copying except as expressly authorised bythis Agreement. The Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that implement such procedures as the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive reasonably require, fromtime to time to improve the Receiving Party’s compliance with security of the provisions Confidential Information of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions in its possession. Upon termination of this Agreement, the Receiving Party shall at the choice of the Disclosing Party, either return to the DisclosingParty or destroy all copies or partial copies of Confidential Information of the Disclosing Party in any form which is in the possession of the Receiving Party or under its control, and certify that all such Confidential Information has been returned or otherwise destroyed. (b) PressReader agrees to furnish only that portion hold in strict confidence any private and confidential Client information, including user IDs, passwords and personal User information which may be required to implement and manage the PressReader Products and Services. (c) The Client agrees to hold in strict confidence information pertaining to the price and terms of this Agreement. Notwithstanding the restrictions set forth in clauses 7.1(a) and (b) of the Agreement, the Receiving Party may disclose the Disclosing Party's Confidential Information which to the extent the disclosure is legally required in the reasonable opinion of its counselby applicable law, and to exercise commercially reasonable efforts to obtain or a protective valid order or other reliable assurance direction of a court, tribunal, governmental body or institution of competent jurisdiction and authority, provided that confidential treatment will be accorded before making the disclosure, the Receiving Party gives notice to that portion the Disclosing Party of the Confidential Information which is being furnished or disclosedsaid potential disclosure.

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

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

Confidentiality. (a) During the Term of this Agreement and for five (5) years thereafter, SmithKline ▇▇▇▇▇▇▇ and Quest Diagnostics shall not, and shall ensure that their respective Affiliates do not, use or disclose to Third Parties any confidential information received from the other (disclosing) party, except as otherwise expressly permitted by this Agreement, without first obtaining the written consent of the disclosing party. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge through no fault of the receiving party or its Affiliates, or is in the rightful possession of the receiving party as of or following the Effective Date, or is disclosed to the receiving party by a Third Party having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosed, or is required by law to be disclosed (PROVIDED that to the extent feasible, the disclosing party is provided reasonable advance notice of such disclosure and provided with an effective opportunity to appear, protest, and seek to limit such disclosure). The parties shall take all reasonable measures to assure that no unauthorized use or disclosure is made to Third Parties by Affiliates to whom access to such information is granted. (b) Nothing herein shall be construed as preventing SmithKline ▇▇▇▇▇▇▇ from disclosing any information received from Quest Diagnostics hereunder to an Affiliate; PROVIDED that such Affiliate has undertaken a similar written obligation of confidentiality to SmithKline ▇▇▇▇▇▇▇ with respect to the confidential information. Nothing herein shall be construed as preventing Quest Diagnostics from disclosing any information received from SmithKline ▇▇▇▇▇▇▇ hereunder to an Affiliate; PROVIDED that such Affiliate has undertaken a similar written obligation of confidentiality to Quest Diagnostics with respect to the confidential information. (c) SmithKline ▇▇▇▇▇▇▇ covenants for itself and its Affiliates that they shall not use Data or any subportions thereof in any manner that discloses or utilizes Patient Identifiers, in any way that violates any Applicable Laws governing confidentiality of patient identifiable healthcare information. (d) Each party to this Agreement agrees that it shall treat as keep confidential, and not disclose shall cause its Affiliates, officers, directors and employees to keep confidential and shall use commercially reasonable efforts to cause its advisors to keep confidential, (i) the existence of any third partynotice delivered by a party hereto to another party hereto in accordance with this Agreement and (ii) the content of any such notice, any except as required by Applicable Law and except for information (including which is available to the Sub-Adviser’s investment advice) provided public, or thereafter becomes available to it (“Receiving Party”) by the public other than as a result of a breach of this Section 12.03(d). In the event disclosure is required under Applicable Law, each party shall, and shall cause its applicable Affiliate, officer, director or employee to, provide the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt prior written notice of that request(s) such requirement so that the Disclosing Party such party may seek an appropriate a protective order or other appropriate remedy and/or waive remedy, and otherwise cooperate in all commercially reasonable respects in obtaining the Receiving Party’s compliance with the provisions same. (e) Nothing in this Section 12.03 shall enlarge or diminish any right or obligations undertaken by either party in any other provision of this Agreement. If that protective order or other remedy is not obtained by To the date extent that the Receiving Party must comply general restrictions of this Section 12.03 conflict in any respect with the request, or if the Disclosing Party waives compliance with the provisions any other specific provision of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedspecific provision shall control.

Confidentiality. Each Unless otherwise agreed to in writing by the party disclosing (or whose Representatives disclosed) the same (a "disclosing party"), each receiving party (a "receiving party") will, and will cause its Affiliates, directors, officers, employees, agents and Controlling Persons (such Affiliates and other Persons with respect to this Agreement agrees that it shall treat any party being collectively referred to as confidentialsuch party's "Representatives") to, (i) keep all Proprietary Information (as defined below) of the disclosing party confidential and not disclose or reveal any such Proprietary Information to any third Person other than those Representatives of the receiving party who are participating in effecting the transactions contemplated hereby or who otherwise need to know such Proprietary Information, (ii) use such Proprietary Information only in connection with consummating the transactions contemplated hereby and enforcing the receiving party's rights hereunder, and (iii) not use Proprietary Information in any manner detrimental to the disclosing party. In the event that a receiving party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Proprietary Information of the disclosing party, any information the receiving party will provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order. A party's obligations hereunder with respect to Proprietary Information that (including A) is disclosed to a third party with the Sub-Adviser’s investment advicedisclosing party's written approval, (B) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known required to be confidentialproduced under order of a court of competent jurisdiction or other similar requirements of a governmental agency, including or (C) is required to be disclosed by applicable law or regulation, will, subject in the investment activities or holdings case of clauses (B) and (C) above to the receiving party's compliance with the preceding sentence, cease to the extent of the Portfolio(s) (collectivelydisclosure so consented to or required, “Confidential Information”) except to the extent expressly permitted otherwise provided by the terms of such consent or required under applicable laws and regulationscovered by a protective order. All Confidential If a receiving party uses a degree of care to prevent disclosure of the Proprietary Information that is at least as great as the care it normally takes to preserve its own information of a Disclosing Party provides to a Receiving Party shall similar nature, it will not be used liable for any disclosure that occurs despite the exercise of that degree of care, and in no event will a receiving party be liable for any indirect, punitive, special or consequential damages unless such disclosure resulted from its willful misconduct or gross negligence in which event it will be liable in damages for the disclosing party's lost profits resulting directly and solely from such disclosure. In the event this Agreement is terminated, each party will, if so requested by the Receiving Party for any purpose other party, promptly return or destroy all of the Proprietary Information of such other party, including all copies, reproductions, summaries, analyses or extracts thereof or based thereon in the possession of the receiving party or its Representatives; provided, however, that the receiving party will not permitted under be required to return or cause to be returned summaries, analyses or extracts prepared by it or its Representatives, but will destroy (or cause to be destroyed) the same upon request of the disclosing party. For purposes of this AgreementSection 6.2, "Proprietary Information" of a party means all proprietary or confidential information about such party that is furnished by it or its Representatives to the other party or the other party's Representatives, regardless of the manner in which it is furnished. The foregoing "Proprietary Information" does not include, however, information which (a) shall not be applicable to any information that has been or in the future is publicly available when provided by published or is now or in the Disclosing Party future is otherwise in the public domain through no fault of the receiving party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Partyits Representatives, (b) shall not prevent disclosure or use of any Confidential Information was available to the extent necessary receiving party or its Representatives on a non-confidential basis prior to render its disclosure by the services or perform the obligations pursuant to this Agreementdisclosing party, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall becomes available to the receiving party or its Representatives on a non-confidential basis from a Person other than the disclosing party or its Representatives who is not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance otherwise bound by a confidentiality agreement with the following. If a Receiving Party becomes legally compelled (by interrogatoriesdisclosing party or its Representatives, requests for or is not otherwise prohibited from transmitting the information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable lawreceiving party or its Representatives, or (d) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained independently developed by the date that the Receiving Party must comply with the requestreceiving party or its Representatives through Persons who have not had, either directly or if the Disclosing Party waives compliance with the provisions indirectly, access to or knowledge of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedsuch information.

Confidentiality. Each party Cardinal Health and Purchaser agree to this Agreement agrees that it shall treat as confidential, keep secret and not disclose to confidential any third party, any and all information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by of the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) disclosed by the other party hereunder or through any prior disclosure and not to disclose such Confidential Information to any person or entity, except (i) to employees of each party having a need to know the information in order to fulfill such party’s obligations hereunder; or (ii) as required by an applicable Agency. The parties shall use the Confidential Information solely for the purpose of carrying out the obligations contained in the Agreement. The obligations imposed by this Section shall not apply to any Confidential Information: (i) which at the time of disclosure is in the public domain; (ii) which, after disclosure, becomes part of the public domain by publication or otherwise, through no fault of the receiving party; (iii) which at the time of disclosure is already in the receiving party’s possession, except through prior disclosure by the disclosing party or its Affiliates, and such possession can be properly documented by the receiving party in its written records, and was not made available to the receiving party by any person or party owing an obligation of confidentiality to the disclosing party; (iv) which is rightfully made available to the receiving party from sources independent of the disclosing party; (v) which is required to be disclosed in the course of litigation or other legal or administrative proceedings; provided that in all such cases the party receiving the Confidential Information shall, to the extent expressly permitted or permitted, give the other party prompt notice of the pending disclosure and shall cooperate in such other party’s attempts, at such other party’s sole expense, to seek an order maintaining the confidentiality of the Confidential Information; or (vi) which is required under applicable laws and regulations. All to be disclosed by Applicable Laws; provided that in all such cases the party receiving the Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Partyshall, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render permitted, give the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third other party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may pending disclosure and shall cooperate in such other party’s attempts, at such other party’s sole expense, to seek an appropriate protective order or other appropriate remedy and/or waive maintaining the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion confidentiality of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedInformation.

Confidentiality. Each party to Neither Party hereto shall disclose the terms of this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including without the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by prior written consent of the other party (“Disclosing Party”) that . This obligation is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except subject to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing following exceptions: (a) shall not be applicable to any information that is publicly available when provided disclosure by the Disclosing Party or which thereafter becomes publicly available other than in contravention of Parties and/or their Affiliates is permissible if this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by depositions, interrogatories, requests for information or documents, subpoenassubpoena, civil investigative demands, applicable regulations demand or similar processesprocess) to disclose any Confidential Informationbe disclosed to a third party, court, tribunal, regulatory authority or similar third party, and the Receiving Party agrees to from whom such disclosure is required (the "Disclosing Party") shall: (i) provide (to the extent practicable and not prohibited under applicable law) the Disclosing other Party with prompt written notice of that request(ssuch requirement(s) so that the Disclosing such other Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If ; and (ii) consult with and cooperate with such other Party in a timely manner concerning any attempt that protective order may be made by such other Party to resist or other remedy is not obtained by narrow the date that the Receiving Party must comply with the request, request(s) or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective an order or other reliable assurance that confidential treatment will be accorded to all or portions of such information. It is further agreed that portion in the absence of a protective order or a receipt of a waiver under this Agreement, if in the reasonable opinion of the Confidential Information which Disclosing Party's counsel, it is nonetheless compelled to disclose confidential information to any third party or tribunal or, failing disclosure, risk being furnished liable for contempt or risk censure or penalty, then, after giving the notice required by subsection 5.6(a)(i) above, the Disclosing Party may disclose such information to such third party or tribunal without liability to the other Party or any other person (provided that such Disclosing Party limits such disclosure only to the minimum portions that are required to be disclosed); (b) disclosure by the Parties and/or their Affiliates is permissible if required by government or court order, provided that the Disclosing Party first gives the other Party prior written notice in order to enable that Party to seek a protective order (or equivalent protection), such permissible disclosure being limited to the terms legally required to be disclosed; (c) disclosure by the Parties and their Affiliates is permissible if otherwise required by law or any applicable securities exchange rules or regulations, such permissible disclosure being limited to the terms legally required to be disclosed; (d) the Parties and their Affiliates may disclose this Agreement or its contents to the extent reasonably necessary, on a confidential basis, to its accountants, attorneys, and financial and intellectual property advisors; and (e) RPX and its Affiliates may disclose the Agreement to any RPX Licensees. Notwithstanding anything else in this Agreement, either Party may disclose any information that was made publicly-available without a breach of this Agreement.

Confidentiality. Each party Section 11.1 The Parties agree (for and on behalf of themselves and their respective Subsidiaries) that if either Party or its respective Subsidiaries provides confidential or proprietary information to the other Party or its respective Subsidiaries ("Proprietary Information"), such Proprietary Information shall be held in confidence, and the receiving Party or its respective Subsidiary shall afford such Proprietary Information the same care and protection as it affords generally to its own confidential and proprietary information (which in any case shall be not less than reasonable care) in order to avoid disclosure to or unauthorized use by any third Party. The Parties acknowledge and agree (for and on behalf of themselves and their respective Subsidiaries) that all information disclosed by either Party or its respective Subsidiaries to the other Party or its respective Subsidiaries in connection with or pursuant to this Agreement agrees shall be deemed to be Proprietary Information, provided that it verbal information is indicated as being confidential or proprietary when given. All Proprietary Information, unless otherwise specified in writing, shall treat as confidentialremain the property of the disclosing Party or its respective Subsidiary, shall be used by the receiving Party or its respective Subsidiaries only for the intended purpose, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidentialsuch written Proprietary Information, including all copies thereof, shall be returned to the investment activities disclosing Party or holdings its respective Subsidiary or destroyed after the need of the Portfolio(s) (collectively, “Confidential Information”) receiving Party or its respective Subsidiaries for such information has expired or upon the request of the disclosing Party or its respective Subsidiary. Proprietary Information shall not be reproduced except to the extent expressly necessary to accomplish the purpose and intent of this Agreement, or as otherwise may be permitted in writing by the disclosing Party or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party its respective Subsidiary. Section 11.2 The foregoing provisions of Section 11.1 shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable apply to any information that is publicly available when provided by the Disclosing Party or Proprietary Information which thereafter (i) becomes publicly available other than in contravention of this Agreement through the disclosing Party; (ii) is required to be disclosed by a Law or any confidentiality obligation known Regulation; (iii) is independently developed by the receiving Party; or (iv) becomes available to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to receiving Party without restriction from a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.

Confidentiality. Each party 7.1 The Parties acknowledge that, from time to this Agreement agrees that it shall treat as confidentialtime, and not one Party (the “Disclosing Party”) may disclose to any third party, any information the other Party (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party information: (“Disclosing Party”i) that which is marked “Confidentialconfidential” or that reasonably should a similar legend, or (ii) which is described orally and designated as confidential, or (iii) which would, under the circumstances, be known understood by a reasonable person to be confidential, including the investment activities or holdings of the Portfolio(s) confidential (collectively, “Confidential Information”) except ). 7.2 Except as otherwise provided herein, the Receiving Party shall retain such Confidential Information in confidence, and shall not disclose it to any third party or use it for any purpose other than for purposes of this Agreement without the extent expressly permitted or required under applicable laws Disclosing Party’s prior written consent. Each Party shall use at least the same procedures and regulations. All degree of care with respect to such Confidential Information that a it uses to protect its own confidential information of like importance, and in no event less than reasonable care. The Receiving Party will immediately give written notice to the Disclosing Party provides to a Receiving Party shall not be used by of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information, and the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by will assist the Disclosing Party in remedying such unauthorized use or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any disclosure. Each Party may disclose Confidential Information to the extent necessary required by law, including without limitation disclosure obligations imposed under the U.S. federal securities laws. 7.3 In the event that the Receiving Party or (to render the services or perform knowledge of the obligations pursuant to this Agreement, provided that Receiving Party) any disclosure to a third party of its representatives is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted requested or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by oral questions, interrogatories, requests for information or documentsdocuments in legal proceedings, subpoenas, civil investigative demands, applicable regulations demands or other similar processes) to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party agrees to shall provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt written notice of that request(s) so that any such request or requirement sufficiently timely to allow the Disclosing Party may adequate time to seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If . 7.4 Notwithstanding the foregoing, Confidential Information will not include information to the extent that protective order or other remedy is not obtained by such information: (a) was generally available to the date that public at the time of its disclosure to the Receiving Party must comply with hereunder; (b) became generally available to the request, public after its disclosure other than through an act or if omission of the Receiving Party in breach of this Agreement; or (c) was subsequently lawfully and independently disclosed to the Receiving Party by a person other than the Disclosing Party waives compliance with the provisions without an obligation of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedconfidentiality.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any This Trust Agreement and certain information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known relating to the Receiving PartyTrust is "Confidential Information" pursuant to applicable federal and state law, (b) and as such it shall be maintained in confidence and not prevent disclosure disclosed, used or use of any duplicated, except as described in this section. If it is necessary for the Trustee to disclose Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party in order to perform the Trustee's duties hereunder and the Company has authorized the Trustee to do so, the Trustee shall disclose only such Confidential Information as is made necessary for such third party to perform its obligations to the Trustee and shall, before such disclosure is made, ensure that said third party understands and agrees to the confidentiality obligations set forth herein. If it is necessary for the Company to disclose Confidential Information to a third party in order to perform the Company's duties hereunder and the Trustee has authorized the Company to do so, the Company shall disclose only such Confidential Information as is necessary for such third party to perform its obligations to the Company and shall, before such disclosure is made, ensure that said third party understands and agrees to the confidentiality obligations set forth herein. The Trustee and the Company shall maintain an appropriate information security program and adequate administrative and physical safeguards to prevent the unauthorized disclosure, misuse, alteration or destruction of Confidential Information, and shall inform the other party as soon as possible of any security breach or other incident involving possible unauthorized disclosure of or access to Confidential Information. Confidential Information shall be returned to the disclosing party upon request. Confidential Information does not include information that is generally known or available to the public or that is not treated as confidential by the disclosing party, provided, however, that this exception shall not apply to any publicly available information to the extent that the disclosure or sharing of the information by one or both parties is subject to confidentiality obligationsany limitation, and (c) shall not prevent disclosures expressly permitted restriction, consent, or notification requirement under any applicable federal or state information privacy law or regulation. If the receiving party is required under applicable by law, rule or regulation subject according to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatoriesadvice of competent counsel, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to receiving party may do so without breaching this section, but shall first, if feasible and legally permissible, provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party disclosing party with prompt notice of that request(s) such pending disclosure so that the Disclosing Party disclosing party may seek an appropriate a protective order or other appropriate remedy and/or or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedsection.

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential(a) From and after the Closing Date, and not disclose to any third partyeach Party (each, any information (including the Sub-Adviser’s investment advice) provided to it (a “Receiving Party”) by the other party in possession of another Party’s (each, a “Disclosing Party”) that is marked Confidential Information shall (i) hold, and shall cause its Subsidiaries and Affiliates and its and their directors, officers, employees, agents, consultants, advisors, and other representatives (each, a “ConfidentialRepresentative” or that reasonably should be known to be confidentialand, including the investment activities or holdings of the Portfolio(s) (collectively, “Representatives”) to hold, all Confidential Information of each Disclosing Party in strict confidence, with at least the same degree of care that applies to such Receiving Party’s confidential and proprietary information, (ii) not use such Confidential Information”) , except to the extent as expressly permitted by such Disclosing Party and (iii) not release or required under applicable laws and regulations. All disclose such Confidential Information that a Disclosing Party provides to a Receiving any other Person, except its Representatives or except as required by applicable law. Each Party shall not be used by the Receiving Party responsible for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention Losses resulting from a breach of this Agreement or Section 7.1 by any confidentiality obligation known to the Receiving Party, of its Representatives. (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this AgreementNotwithstanding Section 7.1(a), provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If if a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) obligated to disclose Confidential Information of a Disclosing Party by a Governmental Authority or applicable law, or is required to disclose such Confidential Information pursuant to the listing standards of any Confidential Informationapplicable national securities exchange on which the Receiving Party’s securities are listed or quoted, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) shall promptly advise the Disclosing Party with prompt notice of such requirement or obligation to disclose Confidential Information as soon as the Receiving Party becomes aware that request(s) so that such a requirement to disclose might become effective in order that, where possible, the Disclosing Party may seek an appropriate a protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or such other remedy is not obtained by the date that the Receiving Party must comply with the request, or if as the Disclosing Party waives compliance with may consider appropriate in the provisions of this Agreement, the circumstances. The Receiving Party agrees to furnish shall disclose only that portion of the Disclosing Party’s Confidential Information which that it is legally required or obligated to disclose and shall cooperate with the Disclosing Party in allowing the reasonable opinion of its counsel, and to exercise commercially reasonable efforts Disclosing Party to obtain a such protective order or other reliable assurance relief. (c) Each Party acknowledges that confidential treatment will be accorded to that portion a Disclosing Party would not have an adequate remedy at law for the breach by a Receiving Party of any one or more of the Confidential Information which is being furnished or disclosedcovenants contained in this Section 7.1 and agrees that, in the event of such breach, the Disclosing Party may, in addition to the other remedies that may be available to it, apply to a court for an injunction to prevent breaches of this Section 7.1 and to enforce specifically the terms and provisions of this Section 7.1. Notwithstanding any other provision hereof, to the extent permitted by applicable law, the provisions of this Section 7.1 shall survive the termination of this Agreement for a period of two years.

Confidentiality. Each party All financial, statistical, personal, technical and other data and information which are designated confidential by Contractor, the AOC, or JBEs (each a “Disclosing Party”), or, if not so designated, is nonpublic information that under the circumstances surrounding disclosure ought to this Agreement agrees that it shall treat be treated as confidential, and not disclose made available by the Disclosing Party to any third partythe other party (or to a JBE pursuant to this Agreement) (each, any information (including the Sub-Adviser’s investment advice) provided to it (a “Receiving Party”) by in order to carry out this Agreement or any Purchase Order, or which become available to the other party Receiving Party in carrying out this Agreement or any Purchase Order (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to will remain the extent expressly permitted or required under applicable laws and regulationsproperty of the Disclosing Party. All Confidential Information that a Disclosing Party provides to a The Receiving Party shall not be used by protect the Confidential Information of the Disclosing Party from unauthorized use and disclosure and shall use at least the same degree of care, but no less than a reasonable degree of care, to safeguard the Confidential Information of the Disclosing Party as Receiving Party for any purpose not permitted under employs with respect to its own information of a similar nature. The Receiving Party shall require that its employees, agents and subcontractors comply with the confidentiality restrictions of this Agreement. The foregoing (a) shall obligations in this section will not be applicable to restrict any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services comply with any applicable law or perform the obligations pursuant to this Agreement, by order of any court or government agency (provided that the Receiving Party shall endeavor to give prompt notice to the Disclosing Party of such order in such time as to permit the Disclosing Party to participate in the response to any disclosure such order) and shall not apply with respect to information that (1) is independently developed by the Receiving Party without violating the Disclosing Party’s proprietary rights as shown by the Receiving Party’s written records, (2) is or becomes publicly known (other than through unauthorized disclosure), (3) is disclosed by the owner of such information to a third party free of any obligation of confidentiality, (4) is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (already known by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to at the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice time of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive disclosure, as shown by the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that written records, and the Receiving Party must comply with has no obligation of confidentiality other than pursuant to this Leveraged Agreement or any confidentiality agreements entered into before the requestEffective Date between AOC and Contractor, or if the Disclosing Party waives compliance with the provisions of this Agreement, (5) is rightfully received by the Receiving Party agrees free of any obligation of confidentiality, or (6) with respect solely to furnish only that portion a particular disclosure, such disclosure is approved in writing by the Disclosing Party. Contractor shall not make any public announcement or press release about this Agreement without the prior written approval of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosed.AOC’s Business Services Manager

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) (collectively, “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that a Disclosing Party provides to a Receiving Party shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) Compuware and Covisint shall hold and shall cause each of their respective Subsidiaries to hold, and shall each cause their respective officers, employees, agents, consultants and advisors to hold, in strict confidence and not be to disclose or release without the prior written consent of the other Party, any and all Confidential Information (as defined herein) concerning the other Party and its respective Subsidiaries; provided, however, that the Parties may disclose, or may permit disclosure of, Confidential Information (i) to their respective Affiliated Companies, auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information and, in each case, are informed of their obligation to hold such information confidential to the same extent as is applicable to any information that is publicly available when provided by the Disclosing Party Parties hereto and in respect of whose failure to comply with such obligations, Covisint or which thereafter becomes publicly available other than in contravention of this Agreement Compuware, as the case may be, will be responsible, (ii) if the Parties or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally their respective Affiliated Companies are compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any such Confidential InformationInformation by judicial or administrative process or (iii) if the Parties reasonably determine in good faith that such disclosure is required by other requirements of law. Notwithstanding the foregoing, in the Receiving event that any demand or request for disclosure of Confidential Information is made in connection with any judicial or administrative process, or a Party agrees determines in good faith that disclosure is otherwise required by law, Compuware or Covisint, as the case may be, shall promptly notify the other Party of the existence of such request, demand, or conclusion, and shall provide the other Party a reasonable opportunity to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive remedy, which the Receiving notifying Party will cooperate in obtaining. If the disclosing Party seeks a protective order or other remedy, the receiving Party shall reasonably cooperate with disclosing Party, at the disclosing Party’s compliance with expense, as the provisions disclosing Party shall reasonably request. Compuware or Covisint, as the case may be, will not produce or disclose to any third party any of the other’s Privileged Information under this AgreementSection 5.6 unless (a) the other has provided its express written consent to such production or disclosure or (b) a court of competent jurisdiction has entered an order not subject to interlocutory appeal or review finding that the Information is not entitled to protection from disclosure under any applicable privilege, doctrine or rule. If In the event that an appropriate protective order or other remedy is not obtained by obtained, the date that Party whose Confidential Information is required to be disclosed shall or shall cause the Receiving other Party must comply with the requestto furnish, or if the Disclosing Party waives compliance with the provisions of this Agreementcause to be furnished, the Receiving Party agrees to furnish only that portion of the Confidential Information which that is legally required in the reasonable opinion of its counsel, to be disclosed as advised by legal counsel and to exercise shall use commercially reasonable efforts to obtain a protective order or other reliable assurance reasonable assurances that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedsuch Information. (b) As used in this Section 5.6:

Confidentiality. Each party to this Agreement agrees that it shall treat as confidential, and not disclose to any third party, any information 8.1 Any Confidential Information of one Party (including the Sub-Adviser’s investment advice“Disclosing Party”) provided to it received by the other Party (the “Receiving Party”) by under these Fleet Media Terms and Conditions shall be used, disclosed, or copied, only for the other party (“Disclosing Party”) that is marked “Confidential” purposes of, and only in accordance with, these Fleet Media Terms and Conditions. The Receiving Party shall use the same degree of care as it uses to protect its own Confidential Information of a similar nature, but no less than reasonable care, to prevent the unauthorised use, disclosure, or that reasonably should be known to be confidential, including the investment activities or holdings publication of the Portfolio(s) (collectively, “Confidential Information”; provided, however, that a Party may also disclose the Confidential Information to its Affiliates who: (i) except have a need to know such Confidential Information for purposes of carrying out its obligations under these Fleet Media Terms and Conditions, but only to the extent expressly permitted or required under applicable laws and regulations. All that such Confidential Information that a Disclosing Party provides is needed to a Receiving Party shall not perform their obligations under these Fleet Media Terms and Conditions and (ii) have agreed to be used bound by the Receiving confidentiality provisions in these Fleet Media Terms and Conditions. Further, either Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable may disclose the terms and conditions herein to any information that is publicly available when provided by the Disclosing Party its board of directors or which thereafter becomes publicly available other than in contravention of this Agreement similar governing body, its attorneys and accountants, potential acquisition partners or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligationsfunding sources, and (c) shall not prevent disclosures expressly permitted or as required under applicable by law, rule or regulation subject to compliance with the followingregulation. If a The Receiving Party becomes legally compelled (by interrogatoriesshall notify the Disclosing Party immediately in the event of any unauthorised use, requests for information disclosure, or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose publication of any Confidential Information. Either Party shall have the right to disclose Confidential Information as required by law or legal process or under the applicable rules of a securities market or exchange; provided, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so however, that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of disclosing the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially shall use reasonable efforts to give the other Party a reasonable opportunity to intervene to prevent such disclosure or to obtain a protective order order, and that any Confidential Information so disclosed otherwise remains subject to the confidentiality obligations set forth in this Section 8. 8.2 Each Party shall, at the other Party’s option, return or destroy all Confidential Information belonging to the other reliable assurance Party in its possession and shall certify to the other Party that confidential treatment will be accorded to that portion it has done so no later than ten (10) days after the termination or expiration of the Confidential Information which is being furnished or disclosedsubscription for the Fleet Media Service.

Confidentiality. Each party to this Agreement agrees that it a. The Party disclosing the information shall treat as confidential, be the Disclosing Party and not disclose to any third party, any the Party receiving the information (including the Sub-Adviser’s investment advice) provided to it (shall be “Receiving Party”. It is mutually acknowledged and agreed that information shall not be considered "Confidential Information" to the extent, that such information: (i) at the time of disclosure was in the public domain; or (ii) is already known to the Receiving Party free of any confidentiality obligation at the time it is obtained from the other Party; or (iii) after disclosure is or becomes publicly known or available through no wrongful act of the Receiving Party; or (iv) is rightfully received from a Third Party without restriction; or (v) is approved for release, disclosure, dissemination or use by written authorization from the Disclosing Party; or (vi) is required to be disclosed pursuant to a requirement of a Governmental Agency or Law so long as the Parties provide each other, subject to permissibility of law, with timely prior written Notice of such requirement and provide all reasonable co- operation in regard to taking protective action against such disclosure requirement; or b. Each Party shall treat Confidential Information with reasonable care and disclose only on a need-to-know basis or as permitted under the Agreement. The receiving Party will only use Confidential Information for the purposes of performing its obligations or as permitted under the Agreement. However, a receiving Party may disclose Confidential Information of the disclosing Party: (i) if approved in writing by the other party (“Disclosing Party”; (ii) that is marked “Confidential” if required by law or that reasonably should be known regulation; (iii) in the event of dispute between the Parties, as necessary to be confidentialestablish the rights of either Party; or (iv) as necessary to provide the Services licensed by Customer. In the case of (ii) and (iii), including the investment activities or holdings Receiving Party will provide reasonable advance notice to the other Party and provide reasonable assistance to limit the scope of the Portfolio(sdisclosure unless prohibited by law or regulation. c. Under this Clause 8 (Confidentiality) (collectively, and the definition of “Confidential Information”) except to the extent expressly permitted or required under applicable laws and regulations. All Confidential Information that , a Disclosing Party provides reference to a Party means a Party and its Affiliates. The Receiving Party shall not be used by the Receiving Party is responsible for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information ensuring that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, provided that any disclosure to a third party is made subject to confidentiality obligations, its representatives and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must Affiliates fully comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion obligations of the Confidential Information which is legally required in the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedreceiving Party under this Clause 8 (Confidentiality).

Confidentiality. Each party to this Agreement agrees that it (a) From and after the Closing Date, each of the Parties shall treat as confidentialhold, and not disclose to any third partyshall cause their respective Subsidiaries and Affiliates and its and their directors, any information (including the Sub-Adviser’s investment advice) provided to it (“Receiving Party”) by the officers, employees, agents, consultants, advisors, and other party (“Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Portfolio(s) representatives (collectively, “Confidential InformationRepresentatives”) to hold all Confidential Information in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information and shall not use such Confidential Information and shall not release or disclose such Confidential Information to any other Person, except its Representatives or except as required by applicable law. Each Party shall be responsible for any breach of this section by any of its Representatives. (b) 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 receiving Party shall, to the extent expressly permitted legally permissible, provide notice to the providing Party before disclosing such Confidential Information. Upon receipt of such notice, the providing Party shall promptly either seek an appropriate protective order, waive the receiving Party’s confidentiality obligations hereunder to the extent necessary to permit the receiving Party to respond to the demand, or required under otherwise fully satisfy the subpoena or demand or the requirements of the applicable laws and regulationsGovernmental Authority. All If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this section, the receiving Party may disclose that a Disclosing portion of Confidential Information covered by the notice or demand. (c) Each Party provides acknowledges that the disclosing Party would not have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants contained in this Section 6.1 and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, apply to a Receiving Party court for an injunction to prevent breaches of this Section 6.1 and to enforce specifically the terms and provisions of this Section 6.1. Notwithstanding any other section hereof, to the extent permitted by applicable law, the provisions of this Section 6.1 shall survive the termination of this Agreement. (d) The foregoing restrictions shall not be used by the Receiving Party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable apply to any information that is publicly available when provided disclosed by the Disclosing Party Energy Capital Partners III-A, LP, a Delaware limited partnership, Energy Capital Partners III, LP, a Delaware limited partnership, Energy Capital Partners III-B (USD IP), LP, a Delaware limited partnership and Energy Capital Partners III-C (USD IP), LP, a Delaware limited partnership to any investor in Energy Capital Partners III, LP or which thereafter becomes publicly available other than in contravention of this Agreement its parallel or any confidentiality obligation known to the Receiving Party, co-investment funds (b“ECP LPs”) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement(including potential ECP LPs), provided that any disclosure to a third party each ECP LP is made subject to bound by customary confidentiality obligationsprovisions, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation subject to compliance with the following. If a Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations or similar processes) to disclose any Confidential Information, the Receiving Party agrees to provide (to the extent practicable and not prohibited under applicable law) the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion informed of the Confidential Information which is legally required in confidential nature of such information and requested to maintain the reasonable opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being furnished or disclosedconfidentiality thereof.