Common use of Confidentiality Clause in Contracts

Confidentiality. Each party (“Recipient”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Data.

Confidentiality. Each a. Except as expressly authorized in this Agreement, as otherwise agreed to in writing by the parties, or as required by applicable law, regulation or court order, each party hereto and its affiliates (each, for purposes of this section, the “RecipientRecipient Party”) mayshall keep confidential and shall not use or disclose, during except with the course consent of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party hereto (‘Disclosereach, for purposes of this section, the “Disclosing Party”) which may not be accessible or known to the general ), any and all non-public, such as technical and business proprietary or confidential information concerning hardwarethe business of the Disclosing Parties and/or their affiliates or investors, softwareor potential investors, designstherein obtained in connection with the services rendered under this Agreement, specificationsincluding, techniqueswithout limitation, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations Portfolio Information (the “Confidential Information”); provided that the Recipient Party may make such disclosure to its directors, officers, partners, employees, agents, advisors, service providers, potential financing counterparties or representatives, including legal and compliance personnel (collectively, the “Representatives”) who (i) need to know the Information in connection with this Agreement; (ii) have been informed of the confidential nature of such Information; and (iii) have been advised that such Information is to be kept confidential and not used for any other purpose. Confidential Notwithstanding the foregoing, the Trust and the Adviser shall be permitted to disclose Portfolio Information to any third party in connection with the operation of the Fund, provided that such third party has been advised that such Information is to be kept confidential and the Adviser shall not include, identify the securities and shall cease other instruments held in the Allocated Portion as specifically attributable to include, as applicable, the Sub-Adviser in any disclosure of such Portfolio Information (except for disclosures to Representatives). The term “Information” will not include information or materials that (ai) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, is or becomes publicly available other than as a result of a disclosure by the act or omission Recipient Party in violation of the Recipientthis section; (cii) were rightfully known is or becomes available to the Recipient Party or its Representatives from a source other than the Disclosing Party, which source, to the knowledge of the Recipient Party or its Representatives, does not have an obligation of confidentiality to the Disclosing Party with respect to such information; (iii) was already in the Recipient Party’s possession or the possession of its Representatives prior to its receipt thereof receiving such information from the DiscloserDisclosing Party; (div) are is obtained from the Disclosing Party or were disclosed by its affiliates in connection with other business relationships between the Discloser generally without restriction on disclosure; (e) Disclosing Party or its affiliates and the Recipient lawfully received from a third party without Party or its affiliates that third party’s breach of agreement or obligation of trustare unrelated to the Fund to the extent that such information is protected under the confidentiality provisions associated with such relationships; or (fv) are is developed independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) Party or its Representatives without use any Confidential Information of the Discloser for any purpose outside Information. Notwithstanding anything to the scope contrary provided elsewhere herein, none of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality provisions in this section shall in any way limit the activities of the Confidential Information Adviser and its affiliates in their businesses of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (providing services to the extent legally permitted) and reasonable assistance, at the Trust or other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Dataclients.

Confidentiality. Each a. Except as expressly authorized in this Agreement or as required by applicable law, regulation or court order, each party hereto and its affiliates (each, for purposes of this section, the “RecipientRecipient Party”) mayshall keep confidential and shall not use or disclose, during except with the course consent of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party hereto (‘Disclosereach, for purposes of this section, the “Disclosing Party”) which may not be accessible or known to the general ), any and all non-public, such as technical and business proprietary or confidential information concerning hardwarethe business of the Disclosing Parties and/or their affiliates or investors, softwareor potential investors, designstherein obtained in connection with the services rendered under this Agreement, specificationsincluding, techniqueswithout limitation, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations Portfolio Information (the “Confidential Information”); provided that the Recipient Party may make such disclosure to its directors, officers, partners, employees, agents, advisors, service providers, potential financing counterparties or representatives, including legal and compliance personnel (collectively, the “Representatives”) who (i) need to know the Information in connection with this Agreement, (ii) have been informed of the confidential nature of such Information and (iii) have been advised that such Information is to be kept confidential and not used for any other purpose. Confidential Notwithstanding the foregoing, it is acknowledged and agreed that the Trust and the Adviser shall be permitted to disclose Portfolio Information to any person, or make such Portfolio Information publicly available in their sole and absolute discretion; provided, that the Adviser shall not includeidentify the securities and other instruments held in the Allocated Portion as specifically attributable to the Sub-Adviser in any disclosure of such Portfolio Information (except for disclosure to its Representatives) unless otherwise required by law or by a court, and government agency, or self-regulatory body with competent jurisdiction over the Fund. The Recipient Party shall cease to include, as applicable, be responsible for a breach of this section. The term “Information” will not include information or materials that (ai) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, is or becomes publicly available other than as a result of a disclosure by the act Recipient Party in violation of this section, (ii) is or omission of the Recipient; (c) were rightfully known becomes available to the Recipient Party or its Representatives from a source other than the Disclosing Party, which source, to the knowledge of the Recipient Party or its Representatives, does not have an obligation of confidentiality to the Disclosing Party with respect to such information, (iii) was already in the Recipient Party’s possession or the possession of its Representatives prior to its receipt thereof receiving such information from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; Disclosing Party, or (fiv) are is developed independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) Party or its Representatives without use any Confidential Information of the Discloser for any purpose outside Information. Notwithstanding anything to the scope contrary provided elsewhere herein, none of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality provisions in this section shall in any way limit the activities of Adviser and its affiliates in their businesses of providing services to the Trust or other clients; provided, however, that Adviser may not use the information provided by the Sub-Adviser to trade for its own account or for the account of any other person or to try to “reverse engineer” the investment and trading methodologies and strategies of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer DataSub-Adviser.

Confidentiality. Each Any and all non-public information in any form obtained by a party (“RecipientReceiving Party”) may, during or its employees arising out of or related to the course of its provision and or use of the Service Zero Hash Services, including but not limited to trade secrets, processes, computer software and other proprietary data, research, information or provision of Professional Services hereunderdocumentation related thereto, receiveincluding but not limited to Zero Hash System Protocol, have access toshall be deemed to be ("Confidential Information"). Each party agrees to hold such information in strict confidence and not to disclose such information to third parties (other than to its employees, its affiliates and acquire knowledge from discussions with their employees or its agents) or to use such information for any purpose whatsoever except as permitted by this Agreement or as expressly authorized in writing by the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential InformationDisclosing Party”). Confidential Information Each party agrees to hold such information in strict confidence and comply by this Agreement and to advise each of its employees, affiliates and agents who may be exposed to such proprietary and confidential information of their obligations to keep such information confidential in accordance with this section. The confidentiality obligations set forth herein shall not include, and shall cease apply to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser Disclosing Party that the Receiving Party can prove by competent and admissible evidence: (i) is or has become generally publicly known through no fault of the Receiving Party, (ii) was in its possession or known by it, without restriction on disclosure; restriction, prior to receipt from the Disclosing Party, (eiii) the Recipient lawfully received from was rightfully disclosed to it by a third party without that third party’s breach of agreement or obligation of trust; or restriction under the Applicable Law, (fiv) are was independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) without use of or access to any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permissionDisclosing Party, or (iiv) disclose was required to be disclosed by a subpoena or make order of a court or regulatory, self-regulatory or legislative body of competent jurisdiction, provided that the DiscloserReceiving Party has promptly notified the Disclosing Party about such requirement to the extent it is legally permitted to do so, has attempted to limit such disclosure and to obtain confidential treatment or a protective order or other similar relief, and has allowed the Disclosing Party to participate in any such undertakings and proceedings. If requested by Disclosing Party, Receiving Party will formally request that any governmental entity treat the information provided as confidential, to the extent it is not already treated as such, pursuant to the U.S. Freedom of Information Act or pursuant to an equivalent or comparable law or regulation, if applicable. Each party shall use at least the same degree of care to protect the Disclosing Party’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees as it uses to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kindnature, but in no event shall either party exercise circumstances less than reasonable care in protecting such Confidential Informationcare. If Participant will be solely responsible for controlling and monitoring the Recipient is compelled by law to disclose disclosure of its Confidential Information and shall limit such information only to Authorized Persons or receiving parties. Zero Hash shall maintain such information as required by Applicable Law and shall not be liable for the privacy of any such content stored on Zero Hash’s equipment, transmitted over networks accessed by the Zero Hash System, or otherwise connected with Participant's use of the DiscloserZero Hash Services. Zero Hash shall not be liable for the loss, it shall provide the Discloser with prior notice corruption of, or incompleteness, of such compelled disclosure (data, content, or any other information provided to Zero Hash or downloaded to the extent legally permitted) Zero Hash System by Participant, and reasonable assistance, at Zero Hash shall not be liable for the other party's cost, if accuracy or veracity of the other party wishes to contest information or content provided by the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer DataZero Hash Services.

Confidentiality. Each party (“Recipient”a) may, during the course of its provision and use of the Service or provision of Professional Services In connection with Agent’s appointment hereunder, receive, have access to, and acquire knowledge from discussions with each party shall obtain confidential information related to the other party (‘Discloser”) which may or its stockholders that is not be accessible or known available to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations public (“Confidential Information”), which Confidential Information shall include the terms and conditions of this Agreement and the exhibits attached hereto. Each party agrees that the Confidential Information shall be held and treated by it, its directors, officers, employees, affiliates, agents, investment advisors, accountants and subcontractors (collectively, “Representatives”) in confidence and, except as hereinafter provided, shall not be disclosed in any manner whatsoever except as otherwise required by law, regulation, subpoena or governmental authority. Confidential Information shall not include, be used by each party and its Representatives only for the purposes for which provided and shall cease be disclosed by such party only to include, as applicable, those Representatives who have a need to know in order to accomplish the business purpose in connection with which the Confidential Information has been provided. Confidential Information does not include information or materials that (ai) were is now or subsequently becomes generally known available to the public through no fault or breach on the Effective Datepart of the receiving party; (bii) become generally known the receiving party had rightfully in its possession prior to disclosure to it by the public after the Effective Date, other than as a result of the act or omission of the Recipientdisclosing party; (ciii) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are is independently developed by the Recipient receiving party without the use of or reference to any Confidential Information; (iv) the receiving party rightfully obtains on a non-confidential basis from a source other than the disclosing party who the receiving party has the reasonable belief has the right to transfer or disclose it or (v) required in any legal or regulatory proceeding, investigation, audit examination, subpoena, civil investigative demand or other similar process or required by operation of law or regulation. (b) In connection with the provision of services under this Agreement, Client may direct Agent to release information, including non-public personal information (“NPPI”), as shown by documents defined in Title V of the Gramm ▇▇▇▇▇ ▇▇▇▇▇▇ Act and the regulations issued thereunder (including but not limited to Regulation P of the Board of Governors of the Federal Reserve) to Client’s agents or other competent evidence in third party service providers, including, without limitation, broker/dealers, custodians and depositories. In addition, Client consents to the Recipient’s possession. The Recipient shall not: release of information, including NPPI, (i) use to any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except Agent’s Representatives in connection with the Discloser's prior written permission, or services provided hereunder and (ii) disclose as required by law, regulation, subpoena or make governmental authority. Agent shall not be liable for the Discloser’s Confidential Information available to any party, except those release of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” information in order to carry out accordance with the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Dataforegoing provisions.

Confidentiality. Each party (“Recipient”) mayFrom and after the Effective Time, during the course subject to Section 8.11 and except as contemplated by or otherwise provided in this Agreement or any Ancillary Agreement, RemainCo, on behalf of its provision itself and use each of the Service or provision of Professional Services hereunder, receive, have access toRemainCo Subsidiaries, and acquire knowledge from discussions SpinCo, on behalf of itself and each of the SpinCo Subsidiaries, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to RemainCo’s confidential and proprietary information pursuant to policies in effect as of the Effective Time, all confidential and proprietary Information concerning the other party (‘Discloser”or its business) which may not be accessible and the other party’s Subsidiaries (or known their respective businesses) that is either in its possession (including confidential and proprietary Information in its possession prior to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products Effective Time) or services, business plans furnished by the other party or opportunities, business strategies, finances, costs, vendors, penetration test results and the other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not includeparty’s Subsidiaries or their respective Representatives at any time pursuant to this Agreement or any Ancillary Agreement, and shall cease to includenot use any such confidential and proprietary Information other than for such purposes as may be expressly permitted hereunder or thereunder, as applicableexcept, information or materials that (a) were generally known in each case, to the extent that such confidential and proprietary Information has been: (i) in the public on the Effective Date; (b) become domain or generally known available to the public after the Effective Datepublic, other than as a result of the act a disclosure by such party or omission any of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are Subsidiaries or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach any of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence their respective Representatives in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope violation of this Agreement, except with the Discloser's prior written permission, or (ii) disclose later lawfully acquired from other sources by such party or make the Discloser’s Confidential Information available to any party, except those of its employeesSubsidiaries, contractorswhich sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential and agents that have signed an agreement containing disclosure and proprietary Information or (iii) independently developed or generated without reference to or use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential respective proprietary or confidential Information of the other party in the same manner that it protects the confidentiality or any of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential InformationSubsidiaries. If the Recipient is compelled by law to disclose Confidential any confidential and proprietary Information of the Discloserone party or any of its Subsidiaries is disclosed to another party or any of its Subsidiaries in connection with providing services to such first party or any of its Subsidiaries under this Agreement or any Ancillary Agreement, it then such disclosed confidential and proprietary Information shall provide the Discloser with prior notice of be used only as required to perform such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Dataservices.

Confidentiality. Each 11.1. Except as otherwise set forth in Section 5.4 above, each party agrees that all code, inventions, know-how, business, technical and financial information it obtains ("Receiving Party") from the disclosing party (“Recipient”"Disclosing Party") may, during constitute the course of its provision and use confidential property of the Service Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or provision should be reasonably known by the Receiving Party to be Confidential Information due to the nature of Professional Services hereunderthe information disclosed and the circumstances surrounding the disclosure. 11.2. Any MoreApp technology and performance information relating to the Products shall be deemed Confidential Information of MoreApp without any marking or further designation. 11.3. Except as expressly authorized herein, receive, have access to, the Receiving Party will hold in confidence and acquire knowledge from discussions with not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the other party Receiving Party can document: (‘Discloser”i) which may not be accessible was rightfully in its possession or known to it prior to receipt of the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (bii) is or has become generally known to the public after the Effective Date, other than as a result knowledge through no fault of the act or omission of the RecipientReceiving Party; (ciii) were is rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed obtained by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received Receiving Party from a third party without that third party’s breach of agreement or obligation any confidentiality obligation; (iv) is independently developed by employees of trustthe Receiving Party who had no access to such information; or (fv) are independently developed is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). 11.4. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Recipient Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. 11.5. For clarity, no Feedback will be deemed confidential information and nothing in this Agreement limits MoreApp's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise. 11.6. Parties undertake to require the members of their staff and their subcontractors to observe these confidentiality provisions as shown by documents and other competent evidence in well as to require the Recipient’s possession. The Recipient shall not: staff (iincluding temporarily deployed third parties) use any Confidential Information of that is charged with the Discloser for any purpose outside the scope performance of this Agreement, except with the Discloser's prior written permission, Agreement to observe all reasonable (precautionary) measures. 11.7. MoreApp may identify Licensee (by name and or (iilogo) disclose or make the Discloser’s Confidential Information available as a customer in promotional material. Licensee may request that MoreApp cease identifying Licensee at any time by submitting an email to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar ▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇. Requests may take 30 days to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Dataprocess.

Confidentiality. (a) Each party Party undertakes to treat as confidential all information in any medium or format (whether marked “Recipientconfidential” or not) which that Party (the “Receiving Party”) may, receives during the course term of its provision this Agreement and use for the purposes of this Agreement from the Service other Party (the “Disclosing Party”), either directly or provision of Professional Services hereunderfrom any person, receivefirm, have access to, and acquire knowledge from discussions company or organization associated with the other party Disclosing Party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; . (b) become generally known The Receiving Party may use the Confidential Information of the Disclosing Party for the purposes of this Agreement, and the Receiving Party may provide its employees, directors, suppliers, agents, subcontractors and professional advisers with access to such Confidential Information. Each Party shall ensure that its employees, agents and subcontractors comply with its obligations of confidence. Where such recipient is not an employee or director of the relevant Receiving Party, the Receiving Party shall provide the Confidential Information to such permitted persons subject to reasonable and appropriate obligations of confidence. For the avoidance of doubt, the Receiving Party shall be responsible for any breach of the provisions of this Section 5.1 by its employees, directors, suppliers, agents, subcontractors or professional advisers. (c) The provisions of this Section 5.1 shall not apply to any information which (i) enters the public after the Effective Date, domain other than as a result of the act or omission a breach of the Recipient; this Section 5.1, (cii) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully is received from a third party without that third party’s breach of agreement or obligation of trust; or which is under no confidentiality obligations, (fiii) are is independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) a Party without use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloserother Party’s Confidential Information available or (iv) was previously known to any partya Party. In addition, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of Receiving Party may disclose the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled Disclosing Party where required to do so by law to disclose Confidential Information or by any competent regulatory authority; provided that the Receiving Party shall give the Disclosing Party prompt advance written notice of the Discloser, it shall provide disclosures (where lawful and practical to do so) so that the Discloser with prior notice Disclosing Party has sufficient opportunity (where reasonably possible) to prevent or control the manner of such compelled disclosure by appropriate legal means. (d) Except to the extent legally permittedrequired under this Agreement or required for purposes of complying with applicable law, including environmental, health and safety laws and reporting provisions thereunder, all Confidential Information, in written or other tangible media, shall be returned to the Disclosing Party within thirty (30) days following the expiration, termination or cancellation of this Agreement, and reasonable assistance, at all electronic Confidential Information shall be deleted from the other party's cost, if the other party wishes to contest the disclosure. Receiving Party’s systems. (e) The obligations set forth in Section 3.1 and not provisions of this Section 4 apply to Customer Data5.1 shall survive the expiration, termination or cancellation of this Agreement for a period of two years.

Confidentiality. Each 6.1 During the Term, each party (“Recipient”) maymay be provided with certain non-public technical, during the course of its provision and use financial, proprietary, confidential or trade secret information or data of the Service other party, which given the totality of the circumstances, a reasonable person or provision of Professional Services hereunderentity should have reason to believe is proprietary, receiveconfidential, have access to, and acquire knowledge from discussions with or competitive (the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Without limitation from the generality of the above said, Confidential Information shall not includeinclude sensitive information, and shall cease to includeincluding without limitation, any information identified as applicableconfidential, information about the Subscription Services, the Subscriber Program, Documentation, roadmap, information related to Varonis’ business, products, internal practices and any proprietary or materials sensitive information of Varonis. Confidential Information shall exclude any information that the receiving party can demonstrate with sufficient evidence (ai) were is now or subsequently becomes generally known to available in the public domain through no fault or breach on the Effective Datepart of receiving party; (bii) become generally was in the rightful possession or known by the receiving party prior to disclosure by the public after the Effective Date, other than as a result of the act or omission of the Recipientdisclosing party; (ciii) were receiving party rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally obtained, without restriction on disclosure; (e) the Recipient lawfully received restrictions, from a third party who has the right to transfer or disclose it, without that third party’s default or breach of agreement or obligation of trustthis Agreement and/or any other confidentiality obligations; or (fiv) are the receiving party has independently developed by developed, without breach of this Agreement or any use of or reference to the Recipient as shown by documents and other competent evidence in the Recipientdisclosing party’s possession. Confidential Information. 6.2 The Recipient shall notreceiving party agrees: (ia) use any Confidential Information of not to disclose the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloserdisclosing party’s Confidential Information available to any partythird parties other than to its Affiliates and their directors, except those of its officers, employees, contractorsadvisors or consultants (collectively, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have the “Representatives”) on a strict “need to know” in order basis only, and provided that such Representatives are bound by written agreements to comply with the confidentiality obligations as protective as those contained herein; (b) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out the purpose of its rights and responsibilities under this Agreement. Each party agrees ; (c) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kindConfidential Information, but which shall in no event shall either party exercise be less than a reasonable care in protecting such Confidential Informationdegree of care. If The receiving party shall remain liable at all times for any breach of this Section by any of its Representatives. 6.3 Notwithstanding the Recipient is compelled by law to disclose foregoing, if any Confidential Information is required to be disclosed by law, order of the Disclosera court or by an administrative body, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) permissible, the receiving party shall notify disclosing party promptly and reasonable assistancein writing of such required disclosure and shall reasonably cooperate with the disclosing party, at the other disclosing party's cost’s reasonable request and expense, if the other party wishes in any lawful action to contest or limit the disclosurescope of such required disclosure and it efforts to seek a protective order or other appropriate relief. 6.4 The receiving party acknowledges and agrees that the disclosing party may suffer financial and other loss and damage if any Confidential Information is disclosed except as permitted by this Agreement, and that monetary damages alone may be an insufficient remedy for any such breach. The obligations set forth receiving party agrees that the disclosing party, in Section 3.1 addition to any other right or remedy that it may have available to it at law or in equity, will have the right to seek and not obtain immediate injunctive relief in any court of competent jurisdiction to prevent a breach of this Section 4 apply and to Customer Datacompel specific performance with regard to this Section. 6.5 The parties’ obligations with respect to Confidential Information shall expire five years following termination or expiration of this Agreement unless a longer period of protection applies under applicable law.

Confidentiality. Each party (“Recipient”) may, during the course of its provision Party acknowledges and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials agrees that (a) were the Models, the Reporting Processes and Services Technology constitute the Confidential Information of each of the Parties, (b) the Models, the Reporting Processes and Services Technology may only be used pursuant to the terms of the License, (c) it may only provide access to the Models, the Reporting Processes and Services Technology to those of its employees, contractors and agents who require access to the same in connection with the exercise of such Party’s rights under the License (including, for the avoidance of doubt, any employees, contractors and agents of such Party who perform services to or for such Party with respect to the Models, the Reporting Processes or Services Technology, as applicable), and (d) it shall use commercially reasonable efforts to protect all Confidential Information received in connection with this Agreement, including, without limitation, the Models, the Reporting Processes and Services Technology against unauthorized disclosure to third Persons. Despite the foregoing, Confidential Information received in connection with this Agreement may be disclosed by any Party to the extent that such Confidential Information: (w) is required to be disclosed by Applicable Law or for the purpose of any judicial or administrative proceedings (provided that, to the extent practicable and permitted by Applicable Law, prior to such disclosure or use, the Party disclosing the Confidential Information shall (i) promptly notify the other Parties of such requirement and provide such Parties with a list of the Confidential Information to be disclosed (unless the provision of such notice is not permissible under Applicable Law) and (ii) reasonably cooperate in obtaining a protective order covering, or confidential treatment for, such Confidential Information); (x) is required to be disclosed to any Governmental Authority having jurisdiction over the Party disclosing the Confidential Information in connection with supervisory discussions with, and examinations by, such Governmental Authority; (y) becomes generally known available to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act an unauthorized disclosure, whether direct or omission indirect, by any of the RecipientParties); (c) were rightfully known to provided that there is written evidence of the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach public availability of agreement or obligation of trustsuch Confidential Information; or (fz) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except was permitted to be disclosed or used with the Discloser's other Parties’ prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Dataapproval.

Confidentiality. Each The Parties each undertake to use reasonable endeavours to keep confidential and not to disclose to any third party (“Recipient”other than an Affiliate) mayor to use themselves other than for the purposes of the Project or as permitted under Clauses 4, during 6 and 7 of this Agreement any confidential or secret information in any form directly or indirectly belonging or relating to the other, its Affiliates, its or their business or affairs, disclosed by one and received by another pursuant to or in the course of its provision and use the Project, including without limitation any Background Intellectual Property or Arising Intellectual Property of the Service other or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations any jointly owned Arising Intellectual Property (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result Each of the act or omission of the Recipient; (c) were rightfully known Parties undertakes to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law endeavours to disclose Confidential Information of the Discloserother only to those of its officers, it shall provide the Discloser with prior notice employees, students, agents and contractors, (and those of such compelled disclosure (its Affiliates) to whom and to the extent legally permitted) to which, such disclosure is necessary for the purposes contemplated under this Agreement and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosureensure that all such personnel are bound by terms of confidentiality equivalent to those contained herein. The obligations set forth contained in Section 3.1 and this Clause 5 shall survive the expiry or termination of this Agreement for any reason but shall not this Section 4 apply to Customer Dataany Confidential Information which: is publicly known at the time of disclosure to the receiving Party; after disclosure becomes publicly known otherwise than through a breach of this Agreement by the receiving Party, its officers, employees, agents or contractors; can be shown by reasonable proof by the receiving Party to have reached its hands otherwise than by being communicated by the other Party including being known to it prior to disclosure, or having been developed by or for it wholly independently of the other Party or having been obtained from a third party without any restriction on disclosure on such third party of which the recipient is aware, having made due enquiry; is required by law, regulation or order of a competent authority (including any regulatory or governmental body or securities exchange) to be disclosed by the receiving Party, provided that, where practicable, the disclosing Party is given reasonable advance notice of the intended disclosure and provided that the relaxation of the obligations of confidentiality shall only last for as long as necessary to comply with the relevant law, regulation or order and shall apply solely for the purposes of such compliance; or is approved for release, in writing, by an authorised representative of the disclosing Party.

Confidentiality. Each party shall hold in confidence all materials or --------------- information disclosed to it in confidence hereunder (“Recipient”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”"Confidential Information") which may not be accessible are marked as confidential or known proprietary, or if disclosed verbally, reduced to writing and marked confidential within thirty (30) days after the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”)date of disclosure. Confidential Information shall not include, and shall cease to include, as applicable, also include any new product information or the results of any bench ▇▇▇▇ or similar tests on the Software conducted by Licensee or divulged by Licensee to Verity. Each party agrees to take precautions to prevent any unauthorized disclosure or use of Confidential Information consistent with precautions used to protect such party's own confidential information, but in no event less than reasonable care. The obligations of the parties hereunder shall not apply to any materials that or information which; (a) were is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known to the public on the Effective Dateor available; (b) become generally is known to by the public after receiving party at the Effective Date, other than time of receiving such information as a result of the act or omission of the Recipientevidenced by its records; (c) were rightfully known is hereafter furnished to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed receiving party by the Discloser generally a third party, as a matter of right and without restriction on disclosure; (ed) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are is independently developed by the Recipient as shown receiving party without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by documents and the disclosing party. Notwithstanding any other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope provision of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s disclosure of Confidential Information available shall not be precluded if such disclosure: (a) is in response to a valid order of a court or other governmental body of the United States or any partypolitical subdivision thereof; provided, except those of its employeeshowever, contractors, that the responding party shall first have given notice to the other party hereto and agents shall have made a reasonable effort to obtain a protective order requiring that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of so disclosed be used only for which the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kindorder was issued; (b) is otherwise required by law; or (c) is otherwise necessary to establish rights or enforce obligations under this Agreement, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (only to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Datathat any such disclosure is necessary.

Confidentiality. Each party (“Recipient”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with to this Agreement shall keep confidential any nonpublic information concerning the other party and will not use or disclose such information for any purpose other than (‘Discloseri) to a limited number of employees, attorneys, accountants, affiliates and other advisers (collectively, “Representatives”) for which may not be accessible or known such disclosure is necessary for the performance of its responsibilities and duties hereunder; provided that to the general publicextent any such disclosure is made, such as technical and business the party to this Agreement receiving the confidential information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support (the “receiving party”) ensures that any Representative who is granted access to the information is informed of the confidential nature of the information and metricsthe receiving party shall be liable under this Agreement for any and all disclosure by its Representatives, (ii) if the party to this Agreement providing the confidential information has authorized such disclosure by the receiving party or (iii) if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or other judicial or governmental process; and first and third provided, that the receiving party audit reports and attestations (“Confidential Information”)advises the entity to which disclosure is made of the confidential nature of the information. Confidential Information In addition, Adviser will not disclose information regarding portfolio holdings of the Subadviser Assets to any other sub-adviser of the Fund. Nonpublic information shall not include, and shall cease include information a party to include, as applicable, information or materials that this Agreement can clearly establish was (a) were generally known to such party prior to disclosure to such party by the public on the Effective Date; other party or its representatives and not otherwise subject to a separate confidentiality obligation (b) become generally known rightfully acquired by the party from third parties whom the party reasonably believes after due inquiry are not under an obligation of confidentiality to the public after the Effective Date, other than as a result of the act or omission of the Recipientparty to this Agreement; (c) were rightfully known to placed in public domain without fault of the Recipient prior to party or its receipt thereof from the Discloseraffiliates; or (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in party without reference or reliance upon the Recipient’s possessionnonpublic information. The Recipient Adviser shall not: (i) not use the information provided by the Subadviser to trade for its own account or for the account of any Confidential Information other person or try to “reverse engineer” the investment and trading methodologies and strategies of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer DataSubadviser.

Confidentiality. 10.1 Each party Party (“Recipient”"RECEIVING PARTY") may, during undertakes: (a) to maintain as secret and confidential all technical and commercial information obtained directly or indirectly from the other Party ("DISCLOSING PARTY") in the course of its provision or in anticipation of this Agreement (including the terms and use conditions of this Agreement) and to respect the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; Disclosing Party's rights therein; (b) become generally known to use the public after same exclusively for the Effective Date, other than as a result purposes of the act or omission of the Recipientthis Agreement; and (c) were rightfully known to disclose the Recipient prior same only to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, consultants to whom and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permittedthat such a disclosure is reasonably necessary for the purposes of this Agreement and related agreements between the Parties or their Affiliates. 10.2 The provisions of clause 10.1 will not apply to information which the Receiving Party can demonstrate by reasonable, written evidence: * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. (a) and reasonable assistancewas, prior to its receipt by the Receiving Party from the Disclosing Party, in the possession of the Receiving Party without an obligation of confidentiality; or (b) is subsequently disclosed to the Receiving Party without any obligations of confidence by a third party who has not derived it directly or indirectly from the Disclosing Party; or (c) is or becomes generally available to the public through no act or default of the Receiving Party or its agents, employees, Affiliates or sublicensees; or (d) the Receiving Party is required to disclose by or to the courts of any competent jurisdiction, or to any government, regulatory agency or financial authority, provided that the Receiving Party shall (i) inform the Disclosing Party as soon as is reasonably practicable, and (ii) at the other partyDisclosing Party's costrequest seek to persuade the court, agency or authority to have the information treated in a confidential manner, where this is possible under the court, agency or authority's procedures; or (e) is independently developed by Recipient without the aid, application, or use of information received from the Disclosing Party, as can be demonstrated by written records created at the time of such independent development; or (f) in the case of information disclosed by OGT to Rosetta, is disclosed to actual or potential End-Users of Royalty-Bearing Services, in so far as such disclosure is reasonably necessary to promote the use of Licensed Products or the Supply of Royalty-Bearing Services, provided that the End-Users sign a written confidentiality undertaking at least as restrictive as clauses 10.1 and 10. 10.3 The Receiving Party will procure that all of its employees, contractors and sublicensees pursuant to this Agreement (if any) who could have access to any of the other party wishes Disclosing Party's information to contest the disclosure. The which clause 10.1 applies shall be made aware of and subject to these obligations set forth in Section 3.1 and not this Section 4 shall have entered into written undertakings of confidentiality at least as restrictive as clauses 10.1 and 10.2 and which apply to Customer Datathe Disclosing Party's information.

Confidentiality. Each If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of this Agreement to a third party (“Recipient”other than the Party’s or the Party’s Affiliates’ officers, directors, employees, lenders, counsel, accountants, advisors, or rating agencies who have a need to know such information and have agreed to keep such terms strictly confidential and to take reasonable precautions to protect against disclosure of such terms) mayexcept (i) in order to comply with any applicable law, during order, regulation, ruling, summons, subpoena, exchange rule, or accounting disclosure rule or standard, or to make any showing required by any applicable governmental authority; (ii) to the course extent necessary for the enforcement of this Agreement or to implement any Transaction; (iii) as may be obtained from a non-confidential source that disclosed such information in a manner that did not violate its provision and use obligations to the non-disclosing Party or its Guarantor in making such disclosure; (iv) to the extent such disclosure to a third party is for the sole purpose of the Service or provision of Professional Services hereundercalculating a published index, receive, have access to, and acquire knowledge from discussions with the other so long as such third party (‘Discloser”1) which may not be accessible or known has agreed prior to the general publicdisclosure to protect the specific information disclosed from public disclosure and (2) is a party engaged in the business of collecting such information for the purpose of establishing, creating, or formulating a published index; (v) to the extent such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products is or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were becomes generally known available to the public on the Effective Dateprior to such disclosure by a Party; (bvi) become generally known when required to be released in connection with any regulatory proceeding (provided that the public after the Effective Date, other than as a result releasing Party makes reasonable efforts to obtain confidential treatment of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trustinformation being released); or (fvii) are independently developed with respect to Party B, as may be furnished to its duly authorized regulatory and governmental agencies or entities, including without limitation the California Public Utilities Commission (the “CPUC”) and all divisions thereof, and to Party B’s Procurement Review Group (the “PRG”), a group of participants including members of the CPUC and other governmental agencies and consumer groups established by the Recipient as shown by documents CPUC in D.▇▇-▇▇-▇▇▇ and other competent evidence D.▇▇-▇▇-▇▇▇; provided, Party B shall have no liability to Party A in the Recipient’s possessionevent of any unauthorized use or disclosure by such entities. The Recipient existence of this Agreement is not subject to this confidentiality obligation; provided that neither Party shall not: make any public announcement relating to this Agreement unless required pursuant to subsection (i) use any Confidential Information or (vi) of the Discloser for any purpose outside the scope foregoing sentence of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Data10.

Confidentiality. Each party (“Recipient”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access toReceiving Party shall keep confidential, and acquire knowledge from discussions with shall instruct its Representatives to keep confidential, all Confidential Information provided by any Disclosing Party to such Receiving Party, except as may otherwise be requested or required by (i) applicable Law or stock exchange requirements or (ii) judicial or legal process or by any Governmental Entity, in which case the other party (‘Discloser”) which may not be accessible or known Receiving Party will, to the general publicextent permitted by applicable Law, provide the Disclosing Parties with prompt written notice of such as technical and business information concerning hardwarerequirement so that the Disclosing Parties may seek an appropriate protective order (at the Disclosing Parties’ sole expense). For purposes hereof, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information ” shall not include, and shall cease to include, as applicable, include any information or materials that (aA) were was or becomes generally known available to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of a disclosure by the act Receiving Party or omission any of its Representatives in violation of this Section 8, (B) was or becomes available to the Receiving Party or any of its Representatives from a source other than a Disclosing Party; provided that the provision of such information from such source is reasonably believed by the Receiving Party or its Representatives, as applicable, not to be subject to an obligation of confidentiality (whether by agreement or otherwise) to a Disclosing Party, (C) at the time of disclosure is already in the possession of the RecipientReceiving Party or any of its Representatives; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed provided that such information is reasonably believed by the Discloser generally without restriction on disclosure; Receiving Party or its Representatives, as applicable, not to be subject to an obligation of confidentiality (e) the Recipient lawfully received from a third party without that third party’s breach of whether by agreement or obligation of trust; otherwise) to a Disclosing Party or (fD) are was independently developed by the Recipient as shown by documents and other competent evidence in Receiving Party or any of its Representatives on the RecipientReceiving Party’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreementbehalf without reference to, except with the Discloser's prior written permissionincorporation of, or (ii) disclose or make the Discloser’s Confidential Information available to other use of any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If The Parties acknowledge that the Recipient is compelled by law to disclose Confidential Information Company will file the License Agreement and the Aditech Addendum with the SEC promptly after the date of this Agreement and that the Company will also on or after the date of this Agreement make the License Agreement and the Aditech Addendum publically available on its website as part of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer DataShareholder Meeting Materials.

Confidentiality. Each party (“Recipient”) mayExcept as otherwise required by law or judicial or administrative proceedings, during including proceedings between the course parties with respect to the transactions contemplated hereby, and then only to the extent specifically required by such proceedings, and except for public announcements on the advice of its provision and use counsel, each of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party parties agrees not to (‘Discloser”i) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). disclose any Confidential Information shall not include(defined hereinbelow) of any other party, and shall cease or the terms of this Agreement, to include, as applicable, information any individual or materials that entity (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as its directors, officers, employees, agents and representatives with a result of need to know such Confidential Information in order to consummate the act or omission of transactions contemplated hereby and then only if reasonable steps are taken with such parties to preserve the Recipient; (cconfidentiality thereof) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (iii) use any Confidential Information of the Discloser for any purpose outside other than, with respect to SPSS operating the scope acquired business. "Confidential Information" shall mean any secret or confidential information of the software business of Quantime or SPSS, including, but not limited to, customer information, financial information, technical information, details or information concerning contracts, trade secrets, marketing information or any other data, information or proprietary information of or relating to the software business of Quantime or SPSS or any affiliate thereof, or their respective products or services. No obligations shall exist under this AgreementAgreement with respect to Confidential Information that (i) is publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of Quantime, except the Quantime Shareholders or SPSS, (ii) is disclosed by a third party which does not have a confidential relationship with either Quantime, the Discloser's prior written permissionQuantime Shareholders or SPSS, and which was rightfully acquired by a third party, or (iiiii) disclose is legally compelled to be disclosed pursuant to a subpoena, summons, order or make other judicial or governmental process, provided that the Discloser’s Confidential Information available parties hereto provide prompt notice of any such subpoena, summons, order or other judicial or governmental process to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality such other parties of the Confidential Information of Information, so as to allow the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting parties an opportunity to oppose such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Dataprocess.

Confidentiality. Each 9.1 During and following the term hereof, each party to this Agreement expressly undertakes to retain in confidence, and to require and cause its subsidiaries and affiliates and its and their respective employees, contractors and agents to retain in confidence, all information and know how transmitted to such party (“Recipient”the "Receiving Party") may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of which the Discloser for any purpose outside disclosing party hereunder (the scope of this Agreement, except with the Discloser's prior written permission, "Disclosing Party") has identified in writing as being proprietary and/or confidential or (ii) disclose or which the Receiving Party reasonably should know, based upon the nature of the information being disclosed, ought to be treated as confidential (collectively "Confidential Information"). The Receiving Party will make the Discloser’s no use of such Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of as expressly authorized under this Agreement. Each Either party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kindmay, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to however, disclose Confidential Information if required by law or legal process, provided such party shall undertake to give the other ------------- [***] Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent. Under no circumstances shall a Disclosing Party be entitled to terminate this Agreement for an alleged unauthorized use or disclosure by the Receiving Party of Confidential Information which was not marked as "confidential" or "proprietary" unless such disclosure was made in bad faith (in which case the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (Disclosing Party may terminate this Agreement to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in permitted under Section 3.1 and not this Section 4 apply to Customer Data12 below).

Confidentiality. a.) Each party (“Recipient”) may, during recognises the course of its provision proprietary and use confidential nature of the Service or provision of Professional Services hereunderother party’s commercial, receivetechnical, have access tofinancial and operational information and know-how relating to its business, facilities, products, techniques and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, proceduresincluding, researchwithout limitation, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results the Goods and other security information; defect and support any information and metrics; and first and third party audit reports and attestations derived therefrom (“Confidential Information”)) and undertakes to hold in strict confidence any Confidential Information, whether marked confidential or not, and shall take all reasonable precautions to prevent the same in whole or in part from becoming available to any third party. The receiving party undertakes to use Confidential Information solely for the purpose of the Contract or as agreed in writing by the disclosing party. b.) This clause shall not apply for any information which, as evidenced by documents of that time, (i) was in the lawful possession of the receiving party or any of its Affiliates (an “Affiliate” is any entity which directly or indirectly controls, is controlled by, or is under common control with a party) and had not been obtained from the disclosing party, (ii) has after disclosure been lawfully disclosed by a third party without any obligation of confidentiality and restricted use, (iii) has entered before or after the date of formation of the Contract into the public domain through no act or failure to act by the receiving party or any of its Affiliates, (iv) has been developed independently of any Confidential Information, or (v) is requested to be disclosed pursuant to applicable law, governmental regulation or legal process, provided that such party shall, to the extent legally permissible, promptly notify the disclosing party of such required disclosure, shall disclose only such Confidential Information as is required, and shall take all reasonable steps to protect the confidentiality of such disclosed information. Confidential Information shall not includebe deemed to be within c.) The receiving party shall, and shall cease unless otherwise agreed in writing, limit access to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior Confidential Information to its receipt thereof from directors, officers and employees, its Affiliates, any professional adviser or consultant who has been engaged to advise in connection with the Discloser; (dContract, any contractor or sub- d.) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from Each party acknowledges and agrees that monetary damages alone may not be an adequate remedy for a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents this clause and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner shall be entitled to seek interim injunctive relief or such other relief that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event may be available under applicable law. e.) This clause shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information survive performance or any earlier termination of the Discloser, it Contract for whatever reason and shall provide remain valid for period of ten years from the Discloser with prior notice date of such compelled disclosure (to formation of the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer DataContract.

Confidentiality. Each party (“Recipient”a) mayExcept as otherwise provided herein, during in any Ancillary Agreement, or in any Contract between a Party or its Subsidiaries, on the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access toone hand, and acquire knowledge from discussions with their respective employees, on the other party (‘Discloser”) which may not be accessible or known to the general publichand, such as technical each of bluebird and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information 2seventy shall not includehold, and shall cease cause the other members of their respective Groups and their respective Representatives to includehold, as applicablein strict confidence, information or materials with at least the same degree of care that (a) were generally known applies to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloserbluebird’s Confidential Information available pursuant to any party, except those policies and procedures in effect as of its employees, contractorsthe Distribution Effective Time, and agents that have signed an agreement containing disclosure and use provisions substantially similar not disclose or release, or permit to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the be disclosed or released, all Confidential Information of the other party Party that is either in the same manner first Party’s possession (including Confidential Information in its possession prior to the Distribution Effective Time) or furnished by the other Party or any member of its Group or their respective Representatives at any time pursuant to this Agreement or any Ancillary Agreement, and shall not use any such Confidential Information other than for such purposes as may be expressly permitted hereunder or under any Ancillary Agreement. If any Confidential Information is disclosed to any member of the other Party’s Group in connection with providing services to any member of such first Party’s Group under this Agreement or any Ancillary Agreement, then such disclosed Confidential Information shall be used by the applicable member of such other Party’s Group only as required to provide such services. (b) Notwithstanding anything to the contrary in this Section 7.6, each Party may disclose, or may permit disclosure of, the other Party’s Confidential Information: (i) to its Representatives who have a need to know such information for non-commercial purposes and are informed of the obligation to hold such information confidential and in respect of whose failure to comply with such obligations, the first Party will be responsible or (ii) if any Party or any other member of its Group is required or requested to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with an Action brought by a Governmental Entity that it protects is advisable to do so. Notwithstanding the confidentiality foregoing, in the event that any demand or request for disclosure of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloseris made by a Third Party pursuant to clause (ii) above, it each Party, as applicable, shall provide the Discloser with prior notice of such compelled disclosure promptly notify (to the extent legally permittedpermissible by Law) the Party to whom the Confidential Information relates of the existence of such requirement or request and shall provide such affected Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Party (at the expense of the other Party) will cooperate in obtaining to the extent reasonably practicable. In the event that such appropriate protective order or other remedy is not obtained, the Party which faces the disclosure requirement shall furnish only that portion of the Confidential Information that is required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Confidential Information. (c) Each of bluebird and 2seventy shall inform their respective Representatives who have or have access to the other Party’s Confidential Information of their obligation to hold such information confidential in accordance with the provisions of this Agreement. (d) Without limiting the foregoing, when any Confidential Information is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, each Party shall, at its option and as promptly as practicable after receiving a written request from the other Party, either (i) return to such other Party all such information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or (ii) certify to such other Party that the first Party has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon); provided that such first Party’s Representatives may retain one (1) copy of such information to the extent required by applicable Law or professional standards, and shall not be required to destroy any such information located in back-up, archival electronic storage; and provided further, that any such information so retained shall remain subject to the confidentiality and non-use provisions of this Agreement or any Ancillary Agreement. (e) Each Party acknowledges that it and its respective Subsidiaries may presently have and, following the Distribution Effective Time, may gain access to or possession of confidential or proprietary information of, or personal information relating to, Third Parties (i) that was received under confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other Party (or another member of its Group), on the other hand, prior to the Distribution Effective Time; or (ii) that, as between the two Parties, was originally collected by the other Party (or another member of its Group) and reasonable assistancethat may be subject to and protected by privacy, at data protection or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause the other party's costmembers of its Group and its and their respective Representatives to hold, if protect and use, in strict confidence the confidential and proprietary information of, or personal information relating to, Third Parties in accordance with privacy, data protection or other applicable Laws and the terms of any agreements that were either entered into before the Distribution Effective Time or affirmative commitments or representations that were made before the Distribution Effective Time by, between or among the other party wishes to contest Party (or other member(s) of its Group), on the disclosure. The obligations set forth in Section 3.1 one hand, and not such Third Parties, on the other hand. (f) For the avoidance of doubt and notwithstanding any other provision of this Section 4 apply 7.6, (i) the sharing of Privileged Information shall be governed solely by Section 7.7, and (ii) information that is subject to Customer Dataany confidentiality provision or other disclosure restriction in any Ancillary Agreement shall be governed by the terms of such Ancillary Agreement.

Confidentiality. Each (a) From and after the Effective Time, subject to Section 6.2(c) and except as contemplated by or otherwise provided in this Agreement or any other Transaction Document, Agilent shall not, and shall cause its Affiliates and their respective officers, directors, employees, agents and representatives, including attorneys, advisors and other representatives of any Person providing financing (collectively, “Representatives”), not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than Representatives of such party (“Recipient”) may, during the course or of its provision and use Affiliates who reasonably need to know such information in providing services to any member of the Service Agilent Group or provision use or otherwise exploit for its own benefit or for the benefit of Professional Services hereunderany third Person, receiveany Keysight Confidential Information. If any disclosures are made in connection with providing services to any member of the Agilent Group under this Agreement or any other Transaction Document, have access then the Keysight Confidential Information so disclosed shall be used only as required to perform the services. Agilent shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the Keysight Confidential Information by any of its Representatives as it currently uses for its own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Section 6.2(a), any Information, material or documents relating to the Keysight Business furnished to, or in possession of, Agilent, irrespective of the form of communication, and acquire knowledge from discussions with the all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other party (‘Discloser”) which may not be accessible documents prepared by Agilent or known its officers, directors and Affiliates, that contain or otherwise reflect such Information, material or documents is hereinafter referred to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Keysight Confidential Information”). .” Keysight Confidential Information shall does not include, and there shall cease to includebe no obligation under this Agreement with respect to, as applicable, information or materials Information that (ai) were is or becomes generally known available to the public on the Effective Date; (b) become generally known to the public after the Effective Datepublic, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed a disclosure by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of Agilent not otherwise permissible under this Agreement, except with the Discloser's prior written permission, or (ii) disclose Agilent can demonstrate was or make became available to Agilent after the Discloser’s Effective Time from a source other than Keysight or its Affiliates or (iii) is developed independently by Agilent without reference to the Keysight Confidential Information; provided, however, that in the case of clause (ii), the source of such Information was not known by Agilent to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Keysight or any member of the Keysight Group with respect to such Information. (b) From and after the Effective Time, subject to Section 6.2(c) and except as contemplated by this Agreement or any other Transaction Document, Keysight shall not, and shall cause its Affiliates and their respective Representatives not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than Representatives of such party or of its Affiliates who reasonably need to know such information in providing services to Keysight or any member of the Keysight Group or use or otherwise exploit for its own benefit or for the benefit of any third Person, any Agilent Confidential Information. If any disclosures are made in connection with providing services to any member of the Keysight Group under this Agreement or any other Transaction Document, then the Agilent Confidential Information available so disclosed shall be used only as required to any party, except those perform the services. The Keysight Group shall use the same degree of its employees, contractors, care to prevent and agents that have signed an agreement containing restrain the unauthorized use or disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Agilent Confidential Information by any of the other party in the same manner that it protects the confidentiality of its their Representatives as they currently use for their own proprietary and confidential information of a like kindnature, but in no event shall either party exercise less than a reasonable care standard of care. For purposes of this Section 6.2(b), any Information, material or documents relating to the Agilent Business furnished to, or in protecting possession of, any member of the Keysight Group, irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by Keysight, any member of the Keysight Group or their respective officers, directors and Affiliates, that contain or otherwise reflect such Information, material or documents is hereinafter referred to as “Agilent Confidential Information. .” Agilent Confidential Information does not include, and there shall be no obligation under this Agreement with respect to, Information that (i) is or becomes generally available to the public, other than as a result of a disclosure by any member of the Keysight Group not otherwise permissible under this Agreement, (ii) Keysight can demonstrate was or became available to Keysight after the Effective Time from a source other than Agilent and its respective Affiliates or (iii) is developed independently by such member of the Keysight Group without reference to the Agilent Confidential Information; provided, however, that in the case of clause (ii), the source of such Information was not known by Keysight to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Agilent or its Affiliates with respect to such Information. (c) If Agilent or its Affiliates, on the Recipient is compelled one hand, or Keysight or its Affiliates, on the other hand, are requested or required (by law oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or pursuant to applicable Law to disclose or provide any Keysight Confidential Information or Agilent Confidential Information (other than with respect to any such information furnished pursuant to the provisions of Article IV), as applicable, the Discloser, it Person receiving such request or demand shall use commercially reasonable efforts to provide the Discloser other party with prior written notice of such compelled disclosure (request or demand as promptly as practicable under the circumstances so that such other party shall have an opportunity to seek an appropriate protective order. The party receiving such request or demand agrees to take, and cause its representatives to take, at the requesting party’s expense, all other reasonable steps necessary to obtain confidential treatment by the recipient. Subject to the foregoing, the party that received such request or demand may thereafter disclose or provide any Keysight Confidential Information or Agilent Confidential Information, as the case may be, to the extent legally permittedrequired by such Law or by lawful process or such Governmental Authority (as so advised by counsel). (d) Each of Agilent and reasonable assistance, at Keysight acknowledges that it and the other party's costmembers of its respective Group may have in their possession confidential or proprietary information of third Persons that was received under confidentiality or non-disclosure agreements with such third Person prior to the Distribution Date. Agilent and Keysight each agrees that it will hold, if and will cause the other party wishes members of its Group and their respective Representatives to contest hold, in strict confidence, the disclosure. The obligations set forth confidential and proprietary information of third Persons to which it or any other member of its respective Group has access, in Section 3.1 accordance with the terms of any agreements entered into prior to the Distribution Date between or among one (1) or more members of the applicable party’s Group and not this Section 4 apply to Customer Datasuch third Persons.

Confidentiality. Each a. Except as expressly authorized in this Agreement, as otherwise agreed to in writing by the parties, or as required by applicable law, regulation or court order, each party hereto and its affiliates (each, for purposes of this section, the “RecipientRecipient Party”) mayshall keep confidential and shall not use or disclose, during except with the course consent of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party hereto (‘Disclosereach, for purposes of this section, the “Disclosing Party”) which may not be accessible or known to the general ), any and all non-public, such as technical and business proprietary or confidential information concerning hardwarethe business of the Disclosing Parties and/or their affiliates or investors, softwareor potential investors, designstherein obtained in connection with the services rendered under this Agreement, specificationsincluding, techniqueswithout limitation, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations Portfolio Information (the “Confidential Information”); provided that the Recipient Party may make such disclosure to its directors, officers, partners, employees, agents, advisors, service providers, potential financing counterparties or representatives, including legal and compliance personnel (collectively, the “Representatives”) who (i) need to know the Information in connection with this Agreement, (ii) have been informed of the confidential nature of such Information and (iii) have been advised that such Information is to be kept confidential and not used for any other purpose. Confidential Notwithstanding the foregoing, the Trust and the Adviser shall be permitted to disclose Information to any third party in connection with the operation of the Fund, provided that such third party has been advised that such Information is to be kept confidential and the Adviser shall not include, identify the securities and shall cease other instruments held in the Allocated Portion as specifically attributable to include, as applicable, the Sub-Adviser in any disclosure of such Information (except for disclosures to Representatives). The term “Information” will not include information or materials that (ai) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, is or becomes publicly available other than as a result of a disclosure by the act or omission Recipient Party in violation of the Recipientthis section; (cii) were rightfully known is or becomes available to the Recipient Party or its Representatives from a source other than the Disclosing Party, which source, to the knowledge of the Recipient Party or its Representatives, does not have an obligation of confidentiality to the Disclosing Party with respect to such information; (iii) was already in the Recipient Party’s possession or the possession of its Representatives prior to its receipt thereof receiving such information from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trustDisclosing Party; or (fiv) are is developed independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) Party or its Representatives without use any Confidential Information of the Discloser for any purpose outside Information. Notwithstanding anything to the scope contrary provided elsewhere herein, none of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality provisions in this section shall in any way limit the activities of the Confidential Information Adviser and its affiliates in their businesses of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (providing services to the extent legally permitted) and reasonable assistance, at the Trust or other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Dataclients.

Confidentiality. Each party (“Recipient”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge 8.1 With respect to any confidential information received from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations Party (“Confidential Information”). Confidential Information shall not include, each Party undertakes and shall cease to include, as applicable, information or materials that agrees to: (a) were generally known only use the Confidential Information for the purposes envisaged under this Agreement and not to use the public on the Effective Date; same for any other purpose whatsoever; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without ensure that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except only those of its employees, contractors, officers and agents that employees who are directly concerned with the carrying of this Agreement have signed an agreement containing disclosure and use provisions substantially similar access to those set forth herein and have the Confidential Information on a strictly “need to know” basis and are informed of the secret and confidential nature of it; (c) keep the Confidential Information secret, confidential, safe and secure and shall not directly or indirectly disclose or permit to be disclosed the same to any Third Party, including any consultants or other advisors, without the prior written consent of the disclosing Party except to the extent disclosure is necessary in order connection with its use as envisaged under this Agreement; (d) ensure that the Confidential Information will not be covered by any lien or other encumbrance in any way, and (e) not copy, reproduce or otherwise replicate for any purpose or in any manner whatsoever any documents containing the Confidential Information except to carry out the purpose of extent necessary in connection with its use as envisaged under this Agreement. Each party agrees For the avoidance of doubt, the Parties agree that the identity of the Target, any information related to protect the confidentiality of Target provided to CAT by Dyax, and the Status Report is the Confidential Information of Dyax. 8.2 The obligations referred to in Clause 8.1 above shall not extent to any Confidential Information which: (a) is or becomes generally available to the other party public otherwise than be reason of breach by a recipient Party of the provision of Clause 8.1; (b) is known to the recipient Party and is at its free disposal (having been generated independently by the recipient Party or a Third Party in circumstances where it has not been derived directly or indirectly from the same manner disclosing Party’s Confidential Information prior to its receipt from the disclosing Party), provided that it protects evidence of such knowledge is furnished by the confidentiality recipient Party to the disclosing Party within twenty-eight (28) days of its own proprietary and confidential information recipient of like kind, but in no event shall either party exercise less than reasonable care in protecting such that Confidential Information. If ; (c) is subsequently disclosed to the Recipient recipient Party without obligations of confidence by a Third Party owing no such obligations to the disclosing Party in respect of that Confidential Information; (d) is compelled required by law to disclose Confidential Information be disclosed (including as part of any regulatory submission or approval process) and then only when prompt written notice of this requirement has been given to the disclosing Party so that it may, if so advised, seek appropriate relief to prevent such disclosure, provided always that in such circumstances such disclosure shall be only to the extent so required and shall be subject to prior consultation with the disclosing Party with a view to agreeing on the timing and content of such disclosure. 8.3 No public announcement or other disclosures to Third Parties concerning the terms of this Agreement shall be made, whether directly or indirectly, by either Party (except confidential disclosures to professional advisors) without first obtaining the approval of the Discloserother Party and agreement upon the nature and text of such announcement or disclosure with the exceptions that: (a) a Party may disclose those terms which it is required by regulation or law to disclose, provided that it takes advantage of all provisions to keep confidential as many terms of this Agreement as possible; and (b) the Party desiring to make any such public announcement or other disclosure shall inform the other Party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the Discloser other Party with prior notice of a written copy thereof in order to allow such compelled disclosure (Party to comment upon such announcement or disclosure. Each Party agrees that it shall cooperate fully with the other with respect to all disclosures regarding this Agreement to the extent legally permitted) U.S. Securities Exchange Commission, the UK Stock Exchange and reasonable assistance, at the any other party's cost, if the other party wishes to contest the comparable body including requests for confidential information or proprietary information of either Party included in any such disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Data.

Confidentiality. Each Except as expressly set forth herein, the parties shall maintain in confidence the terms of this Agreement. It is expected that, pursuant to discussions to date and to this Agreement, each party (“Recipient”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with may disclose to the other party certain information, as defined herein, which is considered by the disclosing party to be proprietary or confidential information (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information is defined as any information, communication or data, in any form, including, but not limited to, oral, written, graphic or electromagnetic forms, models or samples, which the disclosing party identifies as confidential or which is of such a nature that the receiving party should reasonably understand that the disclosing party desires to protect such information, communication or data against unrestricted disclosure or use, including, without limitation, customer lists, service processes, site traffic and performance data, business information, financial data and marketing data, the Title Linked Services and anything defined under the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 or any related statute or amendment thereof. All Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to remain the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result sole property of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to disclosing party and its receipt thereof from the Discloser; (d) are or were disclosed confidentiality shall be maintained and protected by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third receiving party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permissionsame degree of care as the receiving party uses for its own confidential and proprietary information, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” but in order to carry out the purpose of this Agreementno event less than reasonable care. Each party agrees to protect the confidentiality of shall not use the Confidential Information of the other party in the same manner that except as necessary to fulfill its obligations under this Agreement, nor shall it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting disclose such Confidential Information. If Information to any third party without the Recipient is compelled by law to disclose Confidential Information prior written consent of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, . The restrictions on the use or disclosure of any Confidential Information shall not apply if the receiving party can show that the Confidential Information: (a) has become generally available to the public without breach of this Agreement by the receiving party; (b) is rightfully in the receiving party’s possession prior to disclosure to it by the other party; (c) is independently developed by the receiving party wishes without the use of the disclosing party’s Confidential Information; (d) is rightfully received by the receiving party from a third party without a duty of confidentiality to contest the disclosure. The obligations set forth other party; or (e) is disclosed under operation of law, provided that, the receiving party provides the disclosing party with sufficient notice to challenge such legal disclosures, and in Section 3.1 and not this Section 4 apply to Customer Dataany event, will disclose only that information required by law.

Confidentiality. Each party Party shall maintain all Confidential Information (as that term is defined below) it receives in strict confidence and not disclose any Confidential Information to anyone other than its and its affiliates’ directors, employees, contractors, auditors, professional advisors or agents (all of the foregoing, collectively, “RecipientRepresentatives”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, who need to have access toto such information to perform obligations under this Agreement and are bound by confidentiality obligations at least as protective as the provisions in this Section 4.a prior to any disclosure of such information to such Representatives, or use any Confidential Information for any purpose other than the performance of this Agreement, unless agreed upon in writing by the other Party. “Confidential Information” means the terms of this Agreement and acquire knowledge from discussions any non-public information or materials provided by either Party to the other Party in connection with the other party performance of this Agreement, but does not include any information or materials that: (‘Discloser”i) which may not be accessible or was previously known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security informationreceiving Party free of any obligation to keep it confidential; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (aii) were becomes generally known available to the public on the Effective Datethrough no wrongful act; (biii) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were is rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that under no obligation of confidence to such third party’s breach of agreement or obligation of trust; or (fiv) are is independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of receiving Party without reference to information which has been disclosed pursuant to this Agreement, except with the Discloser's prior written permission, ; or (iiv) disclose or make was known to the Discloser’s Confidential Information available receiving Party prior to any partythe disclosure under this Agreement as evidenced by written records; provided, except those of its employeeshowever, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to Party may disclose Confidential Information of the Discloserrequired to be disclosed by law, regulation or directive by any governmental or regulatory body (including any exchanges), or a valid court order provided always that where it is legally permissible and reasonably practicable, that Party shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at notify the other party's costParty so that other Party may seek a protective order, if confidential treatment, or other appropriate relief, and disclose only the other party wishes portion of Confidential Information that is necessary to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Datacomply with such law, regulation, directive or order.

Confidentiality. 5.1. Each party (for purposes of this Section 5, a “RecipientReceiving Party”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with agrees to keep confidential all information disclosed by the other party (‘Discloserfor purposes of this Section 5, a “Disclosing Party”) which may ), including, without limitation all forms and types of financial, business, marketing, operations, technical, economic and engineering information of the Disclosing Party, whether tangible or intangible. 5.2. Notwithstanding any provision of this Agreement to the contrary, the parties agree that the following information shall not be accessible or deemed confidential information: (i) information that was known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third receiving party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its before receipt thereof from or on behalf of the DiscloserDisclosing Party; (dii) are information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the party seeking to enforce its rights under this Section 5; (iii) information that is or were disclosed becomes generally known in the trade without violation of this Agreement by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trustReceiving Party; or (fiv) are information that is independently developed by the Recipient as shown by documents and other competent evidence in Receiving Party or its employees or affiliates without reference to the RecipientDisclosing Party’s possessioninformation. 5.3. The Recipient shall notNotwithstanding any provision of this Agreement to the contrary, FDI may: (i) use any Confidential Information of provide information to FDI’s counsel and to persons engaged by FDI or the Discloser for any purpose outside Trust to provide services with respect to the scope of this Agreement, except with the Discloser's prior written permission, or Trust; (ii) identify the Trust as a client of FDI for FDI’s sales and marketing purposes; and (iii) provide information as approved by an authorized person of the Trust, provided, that (A) such approval shall not be unreasonably withheld or delayed, and (B) FDI may release information without approval of the Trust if FDI is advised by outside counsel to FDI or the Trust that failure to do so will result in liability to Trust; and provided, further, that, in such event FDI shall endeavor promptly to advise the Trust of such advice, to the extent practicable in advance of any actual release of information. 5.4. FDI acknowledges that certain shareholder information made available by the Trust to FDI or otherwise maintained by FDI under this Agreement may be deemed nonpublic personal information under the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and other applicable privacy Laws (collectively, “Privacy Laws”). FDI agrees (i) not to disclose or make the Discloser’s Confidential Information available to any party, use such information except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order as required to carry out its duties under the purpose Agreement or as otherwise permitted by law in the ordinary course of this Agreement. Each party agrees business; (ii) to limit access to such information to authorized representatives of FDI and the Trust; (iii) to establish and maintain reasonable physical, electronic and procedural safeguards to protect such information; and (iv) to cooperate with the confidentiality of the Confidential Information of the other party Trust and provide reasonable assistance in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting ensuring compliance with such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (Privacy Laws to the extent legally permitted) and reasonable assistance, at applicable to either or both of the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Dataparties.

Confidentiality. Each party (“Recipient”) mayConfidential Project Information, during the course of nonpublic information that may be provided to You by IWBI regarding its provision and use of the Service offerings or provision of Professional Services hereunder, receive, have access topotential offerings, and acquire knowledge from discussions with the other party (‘Discloser”) which may not information labeled or identified in writing by a Party to this Agreement to be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“confidential” constitutes “Confidential Information”). .” Confidential Information shall not include, and shall cease to include, as applicable, include information or materials that (a) were is or becomes generally known available to the public (including but not limited to on the Effective Dateany of IWBI’s public directories so long as such information was not made public in violation of this Agreement); (b) become generally known to is lawfully received by the public after the Effective Date, other than as receiving Party on a result of the act or omission of the Recipientnon-confidential basis from a third party; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are was independently developed by the Recipient as shown by documents and other competent evidence receiving Party; or (d) was in the Recipientreceiving Party’s possessionpossession on a non-confidential basis before receipt from the disclosing Party. The Recipient shall not: receiving Party will use the same degree of care that it uses to protect the confidentiality of its own proprietary information of like kind (but not less than reasonable care) to (i) not use any of Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or Agreement without the disclosing Party’s consent and (ii) disclose or make the Discloser’s limit access to Confidential Information available to any party, except those of its the receiving Party’s affiliates’, employees, contractorsagents, representatives and agents contractors who need that have signed an agreement access for purposes consistent with this Agreement and who are contractually bound by confidentiality obligations with the receiving Party containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality protections not materially less protective of the Confidential Information of than those herein. Following written request, the other party receiving Party will return or destroy Confidential Information in the same manner that it protects receiving Party’s possession or control. Notwithstanding the confidentiality foregoing, the receiving Party may retain copies of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (x) to the extent legally permittedrequired by applicable law or the receiving Party’s document retention policies, or (y) that are stored on the receiving Party’s information technology backup and reasonable assistancedisaster recovery systems until the ordinary course deletion thereof, at subject to continued compliance with the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not of this Section 4 apply with respect to Customer Datasuch Confidential Information to the extent and for so long as it is retained.

Confidentiality. (a) Each party (“Recipient”) mayacknowledges that in performing this Agreement, during the course of its provision party may be provided with and use of the Service or provision of Professional Services hereunder, receive, have access toto the other party’s confidential information, including, without limitation, technical information (such as software, algorithms, technology, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known trade secrets relating to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniquesAssets), processes, proceduresproduct plans and sales information, researchthat the party treats as proprietary, development, projects, products confidential or services, business plans of substantial value and which value would be impaired if improperly used or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and disclosed to third party audit reports and attestations parties (“Confidential Information”). The parties acknowledge that Confidential Information may include any of the foregoing which has been provided to the other party prior to the Closing Date. However, “Confidential Information” shall not include, and shall cease to include, as applicable, include information or materials that (ai) were generally known is or becomes available to the public on through no wrongful act of the Effective Date; receiving party, (ii) was in the possession of the receiving party prior to the time it was disclosed hereunder, (iii) is independently made available as a matter of right to the receiving party by a third party, or (iv) is independently developed for the receiving party. (b) become generally known For a period of five (5) years from the Closing Date, each party shall maintain the other party’s Confidential Information in confidence and not disclose the other party’s Confidential Information to any Person other than to its officers, fiduciaries, employees, agents or consultants who have a business need to know such Confidential Information, who have been informed of the confidential nature of such Confidential Information and who are, either by nature of their positions or duties or pursuant to written agreement, subject to substantially equivalent restrictions with respect to the public after the Effective Date, other than as a result use and disclosure of the act or omission of the Recipient; Confidential Information as are set forth in this Agreement. (c) were rightfully known The obligation of each party to maintain the Recipient prior other party’s Confidential Information in confidence shall not apply to its receipt thereof from any Confidential Information (i) that becomes publicly available (other than by reason of a disclosure by a party in violation of this Agreement), (ii) the Discloser; disclosure of which has been consented to by the other party in writing, or (iii) the disclosure of which is required by a court of competent jurisdiction or other Governmental Authority or otherwise as required by applicable Law or regulation of a national securities exchange on which the securities of such party may then be listed. (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third Before any party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use discloses any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloserother party’s Confidential Information available pursuant to any partySection 5.2(c)(iii), except those of its employees, contractorssuch party shall as soon as practicable, and agents in any event prior to making any such disclosure, notify the other party of the specific Confidential Information proposed to be disclosed and of the court order, subpoena, interrogatories, government order or other reason that have signed an agreement containing requires disclosure and use provisions substantially similar to those set forth herein and have of the Confidential Information so that the other party may seek a “need to know” in protective order to carry out the purpose of this Agreement. Each party agrees or other remedy to protect the confidentiality of the Confidential Information or waive compliance with the applicable provisions of this ARTICLE V. Such party shall also consult with the other party on the advisability of taking steps to eliminate or narrow the requirement to disclose the Confidential Information and shall otherwise cooperate with the efforts of the other party in to obtain a protective order or other remedy to protect the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If a protective order or other remedy cannot be obtained, such party may disclose only that Confidential Information that its counsel advises in writing (which writing shall also be addressed and delivered to the Recipient other party) is legally required to be disclosed. (e) Each party shall promptly inform the other party if it becomes aware of any reason, whether under applicable law, policy or otherwise, that it will, or might become compelled to, use the other party’s Confidential Information other than as contemplated by law to Section 5.2(b) or disclose Confidential Information in violation of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth confidentiality restrictions in Section 3.1 and not this Section 4 apply to Customer Data.ARTICLE V.

Confidentiality. Each party (“Recipient”) may14.1. Except as otherwise provided in this Agreement, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information which is disclosed by or on behalf of a Disclosing Party to the Receiving Party will remain the property of the Discloser for any purpose outside Disclosing Party. 14.2. The Receiving Party undertakes 14.2.1 to use the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the DiscloserDisclosing Party’s Confidential Information available solely and exclusively for the purposes of this Agreement (or such other purpose as is agreed in writing between the Parties at the time of disclosure), and not to use such Confidential Information for any other purpose whatsoever, including the development, manufacture, marketing, sale or licensing of any process or product or any other commercial purpose anywhere in the world, unless the Parties enter into an agreement specifying otherwise; and 14.2.2 to maintain the confidentiality of the Disclosing Party’s Confidential Information and not to disclose it directly or indirectly to any partyother company, organisation, individual or third Person, except those as expressively permitted; 14.2.3 at the request of the Disclosing Party, to return, delete or destroy all copies of the Disclosing Party’s Confidential Information, in whatever form it is held. 14.3. Notwithstanding Section 14.2, the Receiving Party may disclose the Disclosing Party’s Confidential Information to any of its employees, contractorsAffiliates, and agents that have signed an agreement containing disclosure its and use provisions substantially similar to those set forth herein Its Affiliate’s directors, employees and have a “professional advisers who need to know” know such Confidential Information in order to carry out fulfill the purpose of this Agreement. Each party agrees , provided that the Receiving Party procures that prior to protect the confidentiality such disclosure, each such Person to whom such Confidential Information is to be disclosed is made aware of the obligations contained in this Agreement, and adheres to these terms as if it were a party to this Agreement. 14.4. Nothing in Section 14.2 will preclude disclosure of any Confidential Information required by any governmental, quasi-governmental or regulatory agency or authority or court entitled by law to disclosure of the other party in same, or which is required by law or the same manner requirements of a national securities exchange or another similar regulatory body to be disclosed, provided that it protects the confidentiality Receiving Party promptly notifies the Disclosing Party when such requirement to disclose has arisen to enable the Disclosing Party to seek an appropriate protective order, to make known to the relevant agency, authority, court or securities exchange the proprietary nature of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information, and to make any applicable claim of confidentiality. The Receiving Party agrees to co-operate in any action which the Disclosing Party may decide to take. If the Recipient Receiving Party is compelled by law required to disclose Confidential Information of the Disclosermake a disclosure in accordance with this clause, it shall provide the Discloser with prior notice of such compelled will only make a disclosure (to the extent legally permitted) to which it is obliged. 14.5. The provisions of Section 14.2 will not apply to any of the Disclosing Party’s Confidential Information which the Receiving Party can demonstrate, to the reasonable satisfaction of the Disclosing Party: 14.5.1 was already in the possession of the Receiving Party or any of its Affiliates and reasonable assistance, at the other party's costReceiving Party’s or any of its Affiliates’ free use and disposal or in the public domain (through in each case no fault of the Receiving Party or any of its Affiliates or no breach of this Agreement by the Receiving Party) prior to its disclosure by the Disclosing Party under this Agreement; 14.5.2 is purchased or otherwise legally acquired by the Receiving Party or any of its Affiliates at any time from a third Person having and the right to disclose it; 14.5.3 comes into the public domain, if otherwise than through the other party wishes fault of the Receiving Party or any of its Affiliates; or 14.5.4 is independently generated by the Receiving Party or any of its Affiliates without any recourse or reference to contest the disclosureDisclosing Party’s Confidential Information. 14.6. The obligations set forth of each Party in Section 3.1 and not this Section 4 apply to Customer DataArticle 14 will survive for a period of five (5) years after the date of expiration or effect of termination of this Agreement.

Confidentiality. Each The terms, conditions, and existence of this Sublicense Agreement shall be treated as confidential information by the Parties, and neither Party shall disclose the existence, terms or conditions of this Sublicense Agreement to any third party (“Recipient”other than, in the case of Microsoft, to [****] and to any other Game Platform Vendor entering into a Game Platform Sublicense) may, during without the course of its provision and use prior written permission of the Service or provision of Professional Services hereunderother Party. Each Party, receivehowever, shall have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known right to make disclosures to the general publicextent required by an order of court, such as technical and business information concerning hardwareregulation of another governmental body, softwareor otherwise by law or by a stock exchange, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information provided that the Party shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known promptly provide written notice to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result non-disclosing Party of the act or omission intended disclosure and of the Recipient; (c) were rightfully known to the Recipient court order or regulation prior to its receipt thereof from such disclosure and that the Discloser; (d) are Party shall take all reasonable steps to minimize such disclosure by, for example, obtaining a protective order and/or appropriate confidentiality provisions requiring that such information to be disclosed be used only for the purpose for which such law, order, regulation or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possessionrequirement was issued. The Recipient shall not: Additionally, (i) use any Confidential Information each Party may disclose the terms and conditions of this Sublicense Agreement to the extent reasonably necessary, under a suitable confidentiality agreement, to its accountants, attorneys, financial advisors and in connection with due diligence activities relating to the sale of the Discloser for any purpose outside stock or a portion of the scope business of this Agreementa Party or its Subsidiaries, except with the Discloser's prior written permission, or and (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event Immersion shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law be permitted to disclose Confidential Information to [****] and any other Game Platform Vendor entering into a Game Platform Sublicense the permitted scope of the DiscloserMicrosoft's sublicense rights under this Sublicense Agreement, it shall provide the Discloser with prior provided that Immersion gives Microsoft notice of such compelled proposed disclosure and Microsoft does not respond within thirty (to the extent legally permitted30) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Datadays after such notice.

Confidentiality. Each For the purposes of this Agreement, the term “Confidential Information” shall mean all information, oral and written, and all materials (in any medium), including trade secrets, disclosed or delivered by one party (in such capacity the “RecipientDisclosing Party”) may, during the course of or its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with representatives to the other party (‘Discloserin such capacity, the “Receiving Party”) which may whether or not be accessible marked as confidential and whether provided on or known to after the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security informationdate hereof; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). provided that Confidential Information shall of a Disclosing Party does not include, and shall cease to include, as applicable, include information or materials that that: (a) were generally known to the public on the Effective Date; through no breach of this Agreement is or becomes publicly available, (b) become generally known to the public after the Effective Date, other than is or was lawfully obtained by Receiving Party or its Representatives (as a result of the act or omission of the Recipient; (chereinafter defined) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third partywithout, to Receiving Party’s knowledge, breach of any agreement between the third party and the Disclosing Party, (c) was already known by the Receiving Party or obligation its Representatives at the time of trust; disclosure by Disclosing Party or (fd) are was independently developed by the Recipient as shown by documents Receiving Party or its Representatives without reference to the Disclosing Party’s Confidential Information. During the term of this Agreement, the Receiving Party agrees to keep in confidence and other competent evidence in prevent the Recipient’s possession. The Recipient shall not: (i) use any disclosure to third parties all Confidential Information of the Discloser for any purpose outside Disclosing Party which is received from the scope of Disclosing Party under this Agreement, except with the Discloser's prior written permission, and not to use or (ii) disclose or make the Discloser’s duplicate any such Confidential Information available except to any partythe extent required to evaluate the Potential Transaction, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar unless expressly otherwise agreed to those set forth by the Disclosing Party herein and have or in a “need to know” in order to carry out the purpose of this Agreementseparate writing. Each party The Receiving Party agrees to protect the confidentiality of the use Confidential Information of the other party Disclosing Party only in connection with the evaluation of the Potential Transaction and specifically agrees not to use such Confidential Information in Receiving Party’s own business or operations or to gain a competitive advantage in the same manner that it protects the confidentiality of its own proprietary and confidential market. Except as otherwise permitted herein, neither party shall disclose to any person or entity any information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (relating to the extent legally permitted) Potential Transaction. Each party acknowledges and reasonable assistance, at agrees that neither party has any obligation to enter into an agreement related to the other party's cost, if Potential Transaction by virtue of this Agreement or otherwise unless a definitive legal document related to the other party wishes to contest Potential Transaction subsequently is executed by the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Dataparties.

Confidentiality. Each party During the Term of this Agreement and for five (“Recipient”5) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known years thereafter without regard to the general publicmeans of termination (or if the JVA is entered into, then such longer period as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed required by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient JVA), neither Party shall not: (i) use any Confidential Information of the Discloser use, for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out other than the purpose of this Agreement including (i) in connection with the performance of its obligations or exercise of rights granted to such Party in this Agreement and (ii) to the extent such disclosure is reasonably necessary in filing for, prosecuting or maintenance of patents and other intellectual property rights (including applications therefor) in accordance with this Agreement. Each party agrees , prosecuting or defending litigation, complying with applicable governmental regulations, filing for, conducting preclinical or clinical trials, obtaining and maintaining regulatory approvals, or otherwise required by Applicable Laws or the rules of a recognized stock exchange, reveal or disclose to protect any Third Party other than consistent with such use including to potential investors, acquirers, investment bankers, lenders or their respective advisors and attorneys, Confidential Information and materials disclosed by the confidentiality other Party (whether prior to or during the Term of this Agreement) without first obtaining the written consent of the other Party. The Parties agree to take all necessary steps to ensure that Confidential Information is securely maintained and to inform those who are authorized to receive such Confidential Information of their obligations under this Agreement and subject to written non-disclosure, non-use requirements consistent with this Article 9. Upon the other party termination or expiration of this Agreement for any reason (unless the JVA is entered into, then as required in the same manner that it protects JVA), the confidentiality of its own proprietary and confidential information of like kindreceiving Party promptly shall, but in no event shall either party exercise less than reasonable care in protecting upon request by the disclosing Party, return all such Confidential Information. If , and any copies or reproductions thereof, to the Recipient is compelled by law disclosing Party and agrees to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice make no further use of such compelled disclosure (to the extent legally permitted) Confidential Information, except it may retain one copy thereof solely for use in complying with any record keeping and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Datawithin such Party’s jurisdiction.

Confidentiality. Each party (“Recipient”) mayExcept as otherwise provided in this Article 8, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information each Party shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the maintain Confidential Information of the other party Party in the same manner that it protects the confidentiality of its own proprietary confidence and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to not disclose Confidential Information of the Discloserother Party to any Third Party and shall not use Confidential Information of the other Party except as expressly authorized under this Agreement. “Confidential Information” shall mean any and all proprietary information (whether in written, it shall provide electronic, visual, verbal or other form) received from the Discloser with prior notice other Party or its representatives, including, but not limited to, all proprietary information relating to any technology, product, method, process or intellectual property of such compelled disclosure disclosing Party (including, but not limited to, Patent Rights, and other owned or licensed intellectual property rights, data, know-how, samples, technical and non-technical materials and specifications), as well as any business plan, financial information, research data or results, or other confidential commercial information of or about such disclosing Party that have been identified or labeled as being “confidential”; provided, however, that Confidential Information shall not include any information that: (a) is or becomes part of the public domain other than by unauthorized acts or omissions of the Party obligated not to disclose such Confidential Information or its employees, directors, officers, or agents (collectively, the “Receiving Party”); (b) can be shown by written documents to have been disclosed to the extent legally permittedReceiving Party by a Third Party; provided, however, that such Third Party had no obligation of confidentiality or non-use to the disclosing Party with respect to such Confidential Information; (c) and reasonable assistancecan be shown by written documents to have been in the possession of the Receiving Party prior to disclosure by the disclosing Party; provided, at however, that such Confidential Information was not obtained directly or indirectly from the disclosing Party prior to this Agreement pursuant to a separate confidentiality agreement; or (d) is required to be disclosed by the Receiving Party by a court or governmental agency or otherwise pursuant to law; provided, however, that in connection with this clause (d) the Receiving Party shall notify the other party's costParty immediately upon receipt thereof and give such other Party sufficient advance notice to permit it to seek a protective order or other similar order with respect to such Confidential Information; and provided, if further, that the Receiving Party furnishes only that portion of the Confidential Information that it is advised by counsel is legally required whether or not a protective order or other similar order is obtained by the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer DataParty.

Confidentiality. Confidential information Each party Party agrees that the following information disclosed by one Party (“Recipient”Disclosing Party) may, to another Party (Receiving Party) is confidential (Confidential Information) and may not be disclosed except in accordance with clause 21.2: information disclosed during the course of its provision a Survey and use the contents of any Survey Report provided under this GSHA, including any Sensitive Heritage Information; information given by the Government Proponent to the Corporation in respect of the Service or provision Activities of Professional Services hereunderthe Government Proponent, receive, have access to, and acquire knowledge from discussions with where the other party (‘Discloser”) which may not be accessible or known to Government Proponent advises the general public, such as technical and business Corporation that the relevant information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metricsis confidential; and first and any other information disclosed by one Party to another under this GSHA which is identified by the Disclosing Party as confidential, but not including information: the Receiving Party, prior to disclosure, already knew or created (whether alone or jointly with any third party audit reports and attestations person) independently of the Disclosing Party; or that is public knowledge (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other otherwise than as a result of a breach of confidentiality by the act Receiving Party or omission any of its permitted disclosees). Permitted disclosure Subject to clauses 21.2(b), 21.2(c) and 21.3, a Receiving Party may disclose Confidential Information in any of the Recipientfollowing circumstances: if it has the prior consent of the Party which provided the information; (c) were rightfully known to the Recipient prior extent required by any law or applicable securities regulation or rule; to its receipt thereof from the Discloser; (d) are or were disclosed by extent that the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser information is necessary for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, processes or (ii) disclose applications under any native title laws or make the Discloser’s Confidential Information available related to any partystatutory approvals; in connection with any dispute or litigation concerning this GSHA or its subject matter or the ILUA or its subject matter; to the Receiving Party's members, except those of its officers, employees, agents, auditors, advisers, financiers, consultants, contractors, joint venturers and agents related bodies corporate, or a Principal Aboriginal Heritage Consultant or Aboriginal Heritage Service Provider appointed under this GSHA; to another State or Commonwealth department or office, or another Government Party to the extent that have signed an agreement containing the department, office or other Government Party requires the information for any statutory or regulatory processes; where the disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out is for the purpose of managing or planning any existing, planned or potential Activity; to a proposed assignee of the Corporation's rights, title and interests under this AgreementGSHA; in accordance with clause 21.2(b); where disclosure is required by the Government Proponent to any judicial, legislative or executive arm of the Government of Western Australia or of the Commonwealth of Australia; and as otherwise permitted or required by the terms of this GSHA. Each party agrees To avoid doubt, where the Confidential Information is contained in a Survey Report, then the Government Proponent may disclose that Confidential Information to the DPLH and ACMC, including for the purposes of: the Government Proponent making an Aboriginal Heritage Act Section 16 Application or an Aboriginal Heritage Act Section 18 Application in accordance with any outcomes agreed during consultation that occurs pursuant to clause 17; or providing a copy of each Survey Report to the DPLH; or the Government Proponent seeking any necessary statutory approvals or pursuing any rights under law, including under the Aboriginal Heritage Act. The State shall ensure that the DPLH maintains the confidentiality of all such Survey Reports as referred to in clause 21.2(b)(ii) which are in the DPLH's possession, in accordance with the provisions of this clause21. To avoid doubt, except for the circumstances described in clause 21.2(b), disclosure of Sensitive Heritage Information may only occur if the Corporation consents to the form and content of the disclosure or the disclosure is required by any law or applicable securities regulation or rule. The Corporation must inform the Government Proponent of any information which it discloses during the course of the Survey to the Government Proponent, including by inclusion in a Survey Report, which comprises Sensitive Heritage Information. Disclosure requirements Before making any disclosure to a person under clause 21.2 the Receiving Party must: in each case, inform the entity or person to whom the Confidential Information is being disclosed of the Receiving Party's obligations under this GSHA; before doing so notify the Disclosing Party and give that Party a reasonable opportunity to take any steps that that Party considers necessary to protect the confidentiality of that information; and in the Confidential Information case of a disclosure to a person or entity under clause 21.2(a)(v), 21.2(a)(vi), 21.2(a)(vii) or 21.2(a)(viii), but with the exception of employees or officers of a Receiving Party or another department or office of the other party State, procure that the person or entity executes a deed with the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (form acceptable to the extent legally permittedDisclosing Party (acting reasonably) and reasonable assistance, at imposing on the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not person or entity an undertaking of confidentiality having substantially similar effect as this Section 4 apply to Customer Dataclause21.

Confidentiality. a.) Each party (“Recipient”) may, during recognises the course of its provision proprietary and use confidential nature of the Service or provision of Professional Services hereunderother party’s commercial, receivetechnical, have access tofinancial and operational information and know-how relating to its business, facilities, products, techniques and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, proceduresincluding, researchwithout limitation, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results the Goods and other security information; defect and support any information and metrics; and first and third party audit reports and attestations derived therefrom (“Confidential Information”)) and undertakes to hold in strict confidence any Confidential Information, whether marked confidential or not, and shall take all reasonable precautions to prevent the same in whole or in part from becoming available to any third party. The receiving party undertakes to use Confidential Information solely for the purpose of the Contract or as agreed in writing by the disclosing party. b.) This clause shall not apply for any information which, as evidenced by documents of that time, (i) was in the lawful possession of the receiving party or any of its Affiliates (an “Affiliate” is any entity which directly or indirectly controls, is controlled by, or is under common control with a party) and had not been obtained from the disclosing party, (ii) has after disclosure been lawfully disclosed by a third party without any obligation of confidentiality and restricted use, (iii) has entered before or after the date of formation of the Contract into the public domain through no act or failure to act by the receiving party or any of its Affiliates, (iv) has been developed independently of any Confidential Information, or (v) is requested to be disclosed pursuant to applicable law, governmental regulation or legal process, provided that such party shall, to the extent legally permissible, promptly notify the disclosing party of such required disclosure, shall disclose only such Confidential Information as is required, and shall take all reasonable steps to protect the confidentiality of such disclosed information. Confidential Information shall not includebe deemed to be within the foregoing exceptions merely because such information is embraced by more general information within the foregoing exceptions or because individual features fall within the foregoing exceptions. c.) The receiving party shall, unless otherwise agreed in writing, limit access to Confidential Information to its directors, officers and employees, its Affiliates, any professional adviser or consultant who has been engaged to advise in connection with the Contract, any contractor or sub- contractor engaged in connection with the Contract, and shall cease to include, as applicable, information or materials any other person the disclosing party has agreed in writing that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except may be disclosed to in connection with the Discloser's prior written permissionContract (“Representatives”) on a need-to- know basis only, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, provided that such Representatives are bound by confidentiality and agents that have signed an agreement containing disclosure and restricted use provisions undertakings substantially similar to those set forth herein this clause and have the receiving party shall be liable for any breach of confidentiality and restricted use by such Representatives. d.) Each party acknowledges and agrees that damages alone may not be an adequate remedy for a “need to know” in order to carry out the purpose breach of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of clause and that the other party in the same manner shall be entitled to seek interim injunctive relief or such other relief that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event may be available under applicable law. e.) This clause shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information survive performance or any earlier termination of the Discloser, it Contract for whatever reason and shall provide remain valid for period of ten years from the Discloser with prior notice date of such compelled disclosure (to formation of the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer DataContract.

Confidentiality. Each party (“Recipient”) may, during the course of its provision and use Party shall maintain all information of the Service other Party which is treated by such other Party as proprietary or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party confidential (‘Discloser”) which may not be accessible or known referred to the general public, such herein as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include) in confidence, and shall cease not disclose, divulge or otherwise communicate such confidential information to includeothers, as applicableor use it for any purpose, except pursuant to, and in order to carry out, the terms and objectives of this Agreement, and each party hereby agrees to exercise every reasonable precaution to prevent and restrain the unauthorized disclosure of such confidential information by any of its Affiliates, directors, officer, employees, consultants, subcontractors, sublicensees or materials agents. LICENSEE’s confidential Information includes but is not limited to the development plan, development reports and all other financial and business reports, strategies, and agreements (including sublicenses) of LICENSEE. The parties agree to keep the terms of this Agreement confidential, provided that each party may disclose this Agreement to their authorized agents and investors who are bound by similar confidentiality provisions. Notwithstanding the foregoing, Confidential Information of a party shall not include information which: (a) were generally was lawfully known by the receiving party prior to disclosure of such information by the disclosing party to the public on the Effective Datereceiving party; (b) become was or becomes generally known to available in the public after domain, without the Effective Date, other than as a result fault of the act or omission of the Recipientreceiving party; (c) were rightfully known is subsequently disclosed to the Recipient prior receiving party by a third party having a lawful right to its receipt thereof from the Disclosermake such disclosure; (d) are is required by law, rule, regulation or were disclosed by legal process to be disclosed, provided that the Discloser generally without restriction on receiving party making such disclosure shall take all reasonable steps to restrict and maintain to the extent possible confidentiality of such disclosure and shall provide reasonable notice to the other party to allow such party the opportunity to oppose the required disclosure; or (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are has been independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information employees or others on behalf of the Discloser receiving party without access to or use of disclosing party’s information as demonstrated by written record. Each party’s obligations under this Section shall extend for any purpose outside the scope a period of five (5) years from termination or expiration of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Data.

Confidentiality. Each party (“Recipient”) may26.1 The Parties acknowledge that all information disclosed as a result of this Agreement is confidential business and technical information, during data, documents or other information necessary or useful for the course carrying on by a Party of its provision and use of the Service or provision of Professional Services hereunderbusiness which shall include, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may but shall not be accessible or known limited to the general publicoperating procedures, such as technical quality control procedures, approximate operation personnel requirements, descriptions and business information concerning hardwaretrade names and trademarks, software, designs, specificationsknow how, techniques, processestechnology, proceduresinformation relating to clients, research, development, projects, products or servicesXXXX’s suppliers, business plans associates, relevant authorities, copyright, trade secrets and all goodwill relating to the business and any other intellectual property rights, technical data and documents in whole or opportunitiesin part, business strategies, finances, costs, vendors, penetration test results and other security informationused by a Party in respect of its business; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). , shall remain confidential and shall not be made known unless the disclosing Party has given written consent to do so. 26.2 The information provided by the disclosing Party in the context of this Agreement is Confidential Information of the disclosing Party and the receiving Party shall take all reasonable measures to keep the information confidential and will only use the Confidential Information for the purpose for which it was provided. 26.3 The Parties undertake not includeto disclose any such Confidential Information. However, and shall cease to includethere will be no obligation of confidentiality or restriction on use where: 26.3.1 the information is publicly available, as applicable, or becomes publicly available otherwise than by action of the receiving Party; or 26.3.2 the information or materials that (a) were generally was already known to the public on the Effective Date; receiving Party (bas evidenced by its written records) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from under this or any previous agreement between the DiscloserParties or their affiliates; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully or 26.3.3 The information was received from a third party without that third party’s Party not in breach of agreement or an obligation of trust; confidentiality. 26.4 Neither Party shall during the term of this Agreement (save in this Agreement) or (f) are independently developed by at any time after the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information expiry or termination of the Discloser this Agreement for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) reason disclose or make the Discloser’s Confidential Information available to any party, except those of person (other than to its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially professional advisers subject to obtaining similar confidentiality undertakings to those set forth herein and have a “need to know” contained in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information Agreement in favour of the other party Party) or otherwise make use of any confidential information including information relating to prices without the prior written approval of the either Party save for such information or documentation that is or becomes in the same manner public domain (other than through the default of one of the Parties) and such information or documentation that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled required by law to disclose Confidential Information of be delivered to any Relevant Authority, stock exchange, or any other person. Nothing in this clause shall preclude either Party from using such information and documents in enforcing rights against the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Dataother.

Confidentiality. Each party (“Recipient”the "Receiving Party") mayshall and shall require its subcontractors, during the course of its provision agents, and use employees to regard and preserve as confidential all financial, technical and business information of the Service or provision of Professional Services hereunder, receive, have access to, other party and acquire knowledge from discussions with all information that is identifiable to a particular individual related to the other party (‘Discloser”the "Disclosing Party"), and each of their respective Affiliates, clients, suppliers and other entities with whom they do business that is disclosed to the Receiving Party ("Confidential Information"). Without limitation of the foregoing, the AXP User Information shall be considered AXP's "Confidential Information". The Receiving Party agrees to hold such Confidential Information in trust and confidence for the Disclosing Party and not to disclose such Confidential Information to any person, firm or enterprise, or use (directly or indirectly) which may any such Confidential Information for its own benefit or the benefit of any other party, unless authorized by the Disclosing Party in writing, and even then, to limit access to and disclosure of such Confidential Information to its employees on a "need to know" basis only. Information shall not be accessible or considered "Confidential Information" to the extent, but only to the extent, that such information is: (i) already known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security informationReceiving Party free of any restriction at the time it is obtained from the Disclosing Party; defect and support information and metrics; and first and (ii) subsequently learned from an independent third party audit reports free of any restriction and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information without breach of this Agreement or materials that (a) were generally known to the public on the Effective Dateany agreement with such third party; (biii) become generally known to the public after the Effective Date, other than as a result is or becomes publicly available through no wrongful act of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trustReceiving Party; or (fiv) are is independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use Receiving Party without reference to any Confidential Information Information. Notwithstanding the foregoing the Receiving Party may make any disclosure required to be made by such Receiving Party under applicable law or an order, judgment, decree or subpoena of a court of competent jurisdiction if it determines in good faith that it is necessary to do so provided, however, that the Discloser for any purpose outside Receiving Party shall give prior written notice to the scope Disclosing Party so that the Disclosing Party may seek an appropriate protective order or other remedy and/or waive the provisions of this Agreement, except and the Receiving Party will cooperate with the Discloser's prior written permissionDisclosing Party to obtain such protective order. In the event that such protective order or other remedy is not obtained or the Disclosing Party waives, or (ii) disclose or make in writing, compliance with the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use relevant provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect , the confidentiality Receiving Party will furnish only that portion of the Confidential Information which, in the written opinion of the other party in Receiving Party's counsel, is legally required to be disclosed and, upon the same manner Disclosing Party's request use good faith reasonable efforts to obtain assurances that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting treatment will be accorded to such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Data.

Confidentiality. Each party (“Recipient”) may8.1. Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Agreement, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with each Party shall: 8.1.1 treat all Confidential Information provided by the other party (‘Discloser”) which may not be accessible Party, a Learning Provider, Permitted Organisation or known obtained by a Party, Learning Provider, Third Party or Permitted Organisation through Access to the general publicPLR as confidential and safeguard it accordingly; and 8.1.2 not disclose a Learning Provider’s, Permitted Organisation’s or the other Party's Confidential Information to any other person without the owner's prior written consent, other than: 8.1.2.1 to Authorised Users or other staff who need to know such as technical and business information concerning hardwareinformation, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). provided that before any disclosure takes place the Party disclosing the Confidential Information shall ensure that such Authorised Users or members of staff are made aware of its confidential nature and are subject to undertakings of confidentiality no less onerous than those contained in this Agreement; or 8.1.2.2 where such disclosure is necessarily required under a legal obligation placed upon the Party making the disclosure, including any requirements for disclosure under the FOIA or the Environmental Information Regulations pursuant to Clause 7 (Freedom of Information). 8.2. Clause 8.1 shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known apply to the public on extent that the Effective Date; (b) become generally known Party making the disclosure can prove that such information: 8.2.1 was in their possession and not subject to the public after the Effective Date, other than as a result an obligation of the act or omission of the Recipient; (c) were rightfully known to the Recipient confidentiality prior to its receipt thereof from the Discloser; (d) are or were disclosed disclosure by the Discloser generally information owner; 8.2.2 was independently developed without restriction on disclosure; (e) access to the Recipient lawfully other Party's Confidential Information; 8.2.3 was received from a third party Learning Provider, Third Party or Permitted Organisation without that third party’s breach of agreement or any obligation of trustconfidentiality; and/or 8.2.4 became public otherwise than through a breach of any obligation of confidentiality. 8.3. Upon the occurrence of any actual, suspected or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, threatened misappropriation or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality misuse of the Confidential Information of either Party shall promptly consult with the other to agree what steps shall be taken to prevent or terminate such misappropriation or misuse, and take all steps as may be reasonably requested, including the institution of disciplinary or legal proceedings. 8.4. The SFA shall use all reasonable endeavours to ensure that any government department, employee or third party in to whom the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information is disclosed pursuant to Clause 8.3 is made aware of the Discloser, it shall provide the Discloser with prior notice His obligations of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosureconfidentiality. 8.5. The obligations set forth provisions of this Clause 8 shall remain in Section 3.1 and not force notwithstanding termination of this Section 4 apply to Customer DataAgreement.

Confidentiality. Each party of SMI and CryoLife acknowledge that in order to satisfy their respective obligations under this Agreement, it will be necessary for the Parties to exchange certain trade secret and confidential information (“Recipient”) maycollectively, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information The provisions of this Section 7 shall not includeapply to disclosures furnished to or received by a Party and its employees, agents and representatives (which may include employees, agents and representatives of its Affiliates). Each Party shall advise its employees, agents and representatives of the requirements of this Section 7 and shall cease be responsible to includeensure their compliance with such provisions. In consideration of the mutual benefits to be derived from the exchange of Confidential Information, SMI and CryoLife agree as applicablefollows: 7.1.1 For purposes hereof, information “Confidential Information” with respect to a disclosing Party includes all information, in any form or materials media, concerning the disclosing Party that (a) were generally known the disclosing Party furnishes to the public on the Effective Date; (b) become generally known to the public recipient, whether furnished before or after the Effective Date, and all notes, analyses, compilations, studies and other materials, whether prepared by the recipient or others, that contain or reflect such information; provided, however, that Confidential Information does not include information that (i) is or hereafter becomes generally available to the public other than as a result of a breach of this Agreement by the act or omission of the Recipient; recipient, (cii) were rightfully was already known to the Recipient recipient prior to its receipt thereof from the Discloser; disclosing Party, as evidenced by prior written documents in its possession not subject to an existing confidentiality obligation to the disclosing Party, (diii) are or were is disclosed to the recipient on a non-confidential basis by a person who is not in default of any confidentiality obligation to the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; disclosing Party or (fiv) are independently is developed by or on behalf of the Recipient as shown by documents and other competent evidence in the Recipient’s possessionrecipient without reliance on confidential information received hereunder. The Recipient contents of this Agreement shall not: be deemed to be Confidential Information of each Party. 7.1.2 The recipient of Confidential Information shall (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or maintain its confidentiality using efforts and precautions at least as great as those it uses and takes to protect its own confidential information and trade secrets; (ii) disclose or make the Discloser’s use such Confidential Information available solely in connection with the discharge of its obligations under this Agreement and (iii) not disclose such Confidential Information to any party, except person other than those of its employees, contractors, agents and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “representatives who need to know” know such Confidential Information in order to carry out accomplish the purpose objectives for which it was disclosed. Notwithstanding the foregoing, the recipient of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of may disclose it to the other party extent necessary to comply with applicable laws, stock exchange rules, or with an order issued by a court or Regulatory Authority with competent jurisdiction; provided that, in connection with such disclosure, the same manner that it protects recipient uses commercially reasonable efforts to obtain confidential treatment or an appropriate protective order, to the confidentiality of its own proprietary and confidential information of like kindextent available, but in no event shall either party exercise less than reasonable care in protecting with respect to such Confidential Information. If The receiving Party may provide access to the Recipient is compelled by law to disclose Confidential Information to such employees and consultants of the Discloser, it shall provide receiving Party who reasonably require such access in connection with the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. transactions contemplated by this Agreement. 7.1.3 The obligations set forth in Section 3.1 and not under this Section 4 apply 7 shall remain in effect from the Effective Date through the third anniversary of the expiration or termination of this Agreement. 7.1.4 In addition to Customer Dataany other remedies available in law or equity, the disclosing Party shall be entitled to temporary and permanent injunctive relief in the event of a breach (or threatened breach) under this Section 7.

Confidentiality. Each party (“Recipient”) may, during the course of its provision and use of the Service a. Appointee acknowledges that he or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions she is or will become familiar with the Business and with other party (‘Discloser”) which may confidential information related to the Business that is not be accessible or generally known to the general publicpublic (collectively, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Appointee agrees that he or she will keep confidential and will not disclose, divulge, or use for any purpose, other than in connection with acting as a Board Observer hereunder, any Confidential Information, unless such Confidential Information shall not include, and shall cease to include, as applicable, information (i) is known or materials that (a) were generally becomes known to the public on the Effective Date; in general (b) become generally known other than by a source who, to the public after knowledge of Appointee, is bound by a confidentiality agreement with the Effective DateCompany), other than as a result (ii) is or has been independently developed or conceived by Appointee, Advance, or any of Advance’s directors, executive officers, employees, attorneys, accountants, and tax advisors without use of the act Confidential Information, or omission (iii) is known or has been made known or disclosed to Appointee, Advance, or any of Advance’s directors, executive officers, employees involved with respect to Advance’s investment in the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed Company, attorneys, accountants, and tax advisors by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s a breach of agreement or any obligation of trustconfidentiality such third party may have to the Company; provided, however, that Appointee may disclose Confidential Information (w) to his or her advisors, attorneys, and accountants (each a “Representative” and collectively, “Representatives”) to the extent necessary in connection with acting as a Board Observer, (x) as may be reasonably determined by Appointee to be necessary in connection with Appointee’s enforcement of his or her rights in connection with this Agreement, (y) in accordance with the terms of the Governance Agreement, or (fz) are independently developed as may otherwise be required by law, rule or regulation, or court or administrative order, provided that Appointee takes reasonable steps to minimize the Recipient as shown by documents extent of any required disclosure described in this clause (z) and other competent evidence provided in the Recipientfollowing sentence; and provided, further, however, that the acts and omissions of any person or entity to whom Appointee may disclose Confidential Information pursuant to clauses (w) and (y) of the preceding proviso shall be attributable to Appointee for purposes of determining Appointee’s possessioncompliance with this Agreement. The Recipient shall not: (i) use Without limiting the foregoing, in the event that Appointee or any of his or her Representatives are requested or required by a governmental authority or contractually appointed arbitrator to disclose any Confidential Information, the Appointee will, to the extent not prohibited by law, rule or regulation, or court or administrative order, give the Company prompt written notice of such request or requirement so that the Company may seek (at the Company’s expense) an appropriate order or other remedy protecting such Confidential Information from disclosure, and the Appointee will reasonably cooperate with the Company to obtain such protective order or other remedy. Subject to the foregoing sentence, if the Observer or any of his or her Representatives are, based on the advice of counsel, required to disclose Confidential Information, that portion of the Discloser for any purpose outside Confidential Information which counsel advise is required to be disclosed may be disclosed without liability. b. Appointee is aware, and will advise his or her Representatives who are informed as to the scope matters which are the subject of this Agreement, except that the United States securities laws prohibit any person who has received from an issuer any material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. c. Upon termination of Appointee’s status as a Board Observer for any reason, Appointee shall, to the extent requested by the Company, promptly deliver to the Company all Confidential Information and any other property of the Company in any form contained (together with all copies thereof, as applicable) to the Discloser's prior written permissionsame extent required by members of the Board whose service on the Board has terminated, including without limitation, any correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the customers, business plans, marketing strategies, products, and/or processes of the Company or any of its affiliates and any information regarding third parties received by Appointee while serving as a Board Observer; provided that (i) Appointee and its Representatives may destroy and provide written certification to the Company of the Appointee’s compliance with this paragraph and (ii) disclose neither Appointee nor any of his or make the Discloser’s her Representatives will be required to erase electronically stored Confidential Information available that has been saved to any partya back-up file in accordance with ordinary electronic back-up practices, legal or regulatory requirements, or internal document retention policies or professional standards of general application, on the condition that, except those of its employeesas otherwise required by applicable law, contractors(x) personnel whose functions are not primarily information technology, legal, or compliance do not access such retained copies, and agents (y) personnel whose functions are primarily information technology, legal, or compliance in nature access such copies only as reasonably necessary for the performance of their information technology, legal, or compliance duties (e.g., for purposes of system recovery). Appointee will, and will cause his or her Representatives to, continue to treat confidentially in accordance with the terms hereof all written Confidential Information that have signed an agreement containing disclosure and use provisions substantially similar is retained pursuant to those set forth herein and have a “need to know” in order to carry out clause (ii) of the purpose prior sentence notwithstanding the termination of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Data.

Confidentiality. Each party “Confidential Information” means any nonpublic, confidential, or proprietary information disclosed by one Party (“Discloser”) to the other Party (“Recipient”) may), during whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the course of its provision and use nature of the Service information and the circumstances of disclosure, including but not limited to this Agreement and the rates for the Services. Both parties agree to take reasonable precaution to protect each other’s Confidential Information and keep it confidential. This obligation shall survive the termination of this Agreement for 3 years after such termination. Recipient shall not release Confidential Information to anyone except an employee, representative, contractor, financing source, advisor, or provision agent of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party Recipient or its affiliates (‘Discloser“Representatives”) which may not be accessible or known who has a need to the general public, know same for purposes of this Agreement and is bound by an obligation to keep such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”)Information confidential. Confidential Information shall does not include, and shall cease to include, as applicable, include any information that: i) is or materials that (a) were becomes generally known to the public on the Effective Datewithout breach of any obligation owed to Discloser; (bii) become generally was known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the disclosure by Discloser without breach of any obligation owed to Discloser; (diii) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully is received from a third party without that third party’s breach of agreement or obligation of trusthaving the right to possess and disclose the information; or (fiv) are was independently developed by the or for Recipient as shown evidenced by documents and written or other competent evidence in tangible evidence. Notwithstanding the Recipient’s possession. The foregoing, Recipient shall not: (i) use any may disclose Confidential Information of the Discloser for any purpose outside the scope of this Agreementin response to a valid order by a court or other governmental body, except with the Discloser's prior written permissionas otherwise required by applicable Laws, or (ii) disclose or make the Discloser’s Confidential Information available as necessary to any party, except those of enforce its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of rights under this Agreement. Each party Client acknowledges and agrees to protect that, notwithstanding the confidentiality of the Confidential Information of the foregoing or any other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (provision to the extent legally permitted) contrary, its information may be used for analytical purposes and reasonable assistanceValassis and its affiliates may disclose and use aggregated, at summarized and/or anonymous data relating to the other party's cost, if Services or the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Dataresults thereof.

Confidentiality. Each party (“Recipient”) may, during the course of its provision Manager and use of the Service or provision of Professional Services hereunder, receive, Company each may have access to, to and acquire knowledge from discussions with receive disclosure of certain confidential and proprietary information relating to the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Through and including the two-year anniversary of the termination of this Agreement, each party agrees to protect the Confidential Information disclosed or provided by the other party from any use, distribution or disclosure except as permitted herein. Each party shall use the same standard of care to protect said information as is used to protect its own confidential and proprietary information, but under no circumstance less than a reasonable standard of care. Confidential Information shall not include, and shall cease to include, as applicable, information or materials that : (a) were any information that becomes generally known or available to the public public, through no act or omission on the Effective Datepart of the receiving party; (b) become generally known any information authorized by the other party in writing to the public after the Effective Date, other than as a result of the act or omission of the Recipientbe disclosed without restriction; (c) were rightfully known any information the receiving party lawfully obtains from any source other than the disclosing party; provided that such source is not in breach of a professional or written obligation of confidentiality with respect to the Recipient prior to its receipt thereof from the Discloser; such information, or (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are is independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use receiving party without access to any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclosing party. Each party may disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractorsagents and consultants that have a need to know such Confidential Information (provided that such disclosure is subject to a confidentiality agreement at least as restrictive as this Section 10.1), and agents may disclose Confidential Information if and when required to do so by any court of competent jurisdiction, government agency or litigation party pursuant to written court order, subpoena, regulation or process of law; provided that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” the disclosing party shall provide, if legally permissible, the other party with prompt written notice of such written order, subpoena, regulation or process of law in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of enable the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such to seek a protective order with respect to any Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Data.

Confidentiality. Each party (“Recipient”a) mayExcept to the extent expressly authorized by this Agreement or otherwise agreed in writing, during the course of its provision receiving Party shall keep confidential and shall not publish or otherwise disclose or use of the Service for any purpose other than as provided for in this Agreement any information or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with other confidential or proprietary materials furnished to it by the other party Party pursuant to this Agreement (‘Discloser”) which may not be accessible or known to the general publiccollectively, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, except to the extent that it can be established by the receiving Party that such information or material: (i) was in the lawful knowledge and shall cease possession of the receiving Party prior to includethe time it was disclosed to, or learned by, the receiving Party, or was otherwise developed independently by the receiving Party, as applicableevidenced by written records kept in the ordinary course of business, information or materials that other documentary proof of actual use by the receiving Party; (aii) were was generally known available to the public on or otherwise part of the Effective Date; public domain at the time of its disclosure to the receiving Party; (biii) become became generally known available to the public or otherwise part of the public domain after its disclosure to the Effective Date, receiving Party other than as a result of the through any act or omission of the Recipientreceiving Party in breach of this Agreement; or (civ) were rightfully known was disclosed to the Recipient prior receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to its receipt thereof the disclosing Party not to disclose such information to others. For the avoidance of doubt, the fact that Otsuka Purchaser(s) purchases or will purchase Acucela Securities from the Discloser; (d) are or were disclosed by Acucela shareholders pursuant to this Agreement shall be deemed the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or Otsuka. (iib) Each Party may use and disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party Party as follows: (i) under appropriate confidentiality provisions substantially equivalent to those in this Agreement, in connection with the same manner that it protects the confidentiality performance of its own proprietary and confidential information obligations or exercise of like kind, but rights granted or reserved in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure this Agreement; (ii) to the extent legally permitted) and reasonable assistancesuch disclosure is reasonably necessary in prosecuting or defending litigation in connection with this Agreement or in complying with Applicable Laws, at provided, however, that if a Party is required by Applicable Laws to make any such disclosure of the other party's costParty’s Confidential Information it will, if except where impracticable for necessary disclosures, give reasonable advance notice to the other party wishes Party of such disclosure requirement and, except to contest the disclosure. The obligations set forth extent inappropriate in Section 3.1 and the case of patent applications, use its reasonable efforts to secure, or cooperate with the other Party in seeking to secure, confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with investors, consultants, advisors or others on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; or (iv) to the extent mutually agreed to by the Parties in writing. (c) Each Party agrees not to disclose to any Third Party the existence or terms of this Section 4 apply Agreement without the prior written consent of the other Party, except as permitted for disclosures of Confidential Information pursuant to Customer Datasubsection (b) above.

Confidentiality. a) Each party Party to this Agreement will hold, and will use all reasonable efforts to cause its Affiliates and Representatives to hold in strict confidence from any other Person (“Recipient”other than any such Affiliates or Representatives or in the case of any Party that is a fund, to any investor thereof), unless (i) maycompelled by judicial or administrative process (including, during without limitation, in connection with obtaining any necessary approval of Governmental Authorities of this Agreement and the course Transactions contemplated hereby) or by other requirements of Applicable Law; or (ii) disclosed in an action, suit or proceeding brought by or against a Party to this Agreement in pursuit of its provision rights or in the exercise of its remedies under this Agreement, all documents and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”)) concerning the other Party or any of its Affiliates furnished to it by the other Party or on behalf of such other Party in connection with this Agreement or with the Transactions contemplated hereby, except to the extent that such documents or information were (x) previously known by the Party receiving such documents or information, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of such receiving Party or (z) later acquired by the receiving Party from another source if the receiving Party is not aware that such source is under an obligation to another Party hereto to keep such documents and information confidential. b) In the event that any Party to this Agreement or any of their respective Affiliates or Representatives (the “Disclosing Party”) is required by Applicable Law to disclose any Confidential Information, such Disclosing Party will promptly notify the other Party in writing so that such other Party may seek a protective ruling and/or other motion filed to prevent the production or disclosure of the Confidential Information. If such motion is not timely brought or, if so brought, is denied, then such Disclosing Party may disclose only such portion of the Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: which (i) is required by Applicable Law to be disclosed, provided that, the Disclosing Party will use any Confidential Information all reasonable efforts to preserve the confidentiality of the Discloser for any purpose outside remainder of the scope of this Agreement, except with the Discloser's prior written permission, Confidential Information; or (ii) disclose or make the Discloser’s other Party consents, in writing, to being disclosed. The Disclosing Party will continue to be bound by its obligations pursuant to this Section 8.12 (b) for any Confidential Information available that is not required to any partybe disclosed pursuant to subparagraph (i) above, except those of its employees, contractors, and agents or that have signed an agreement containing disclosure and use provisions substantially similar has been afforded protective treatment pursuant to those set forth herein and have a “need motion brought pursuant to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Data8.12(b).

Confidentiality. Each party Allin agrees that all information which relates in --------------- any way to CCL's business or operations, whether tangible or intangible and in whatever form or medium, including, but not limited to, information relating to CCL's current or contemplated operations; identity of suppliers of goods and/or services; trade secrets (“Recipient”) mayincluding any improvements thereto), during the course whether in development, prototype or finished form and whether patentable or not; computer programs and computer aided designs; vendor pricing to CCL; all financial, personnel, and other business data of its provision CCL; and use unpublished or published copyrighted materials, including any improvements, modifications, or additions to any of the Service or provision of Professional Services hereunder, receive, have access toabove information, and acquire knowledge from discussions with other information identified as confidential by the other party CCL, are confidential information of CCL (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, "CCL Confidential Information"). CCL agrees that Allin's proprietary software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results tools and other security information; defect and support methodologies, pricing information and metrics; and first and third party audit reports and attestations any other information identified as confidential by Allin, are confidential information of Allin (“"Allin Confidential Information”"). CCL Confidential Information and Allin Confidential Information are collectively referred to as "Confidential Information." Except as otherwise provided herein each party shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser other party which is disclosed to it only for any purpose outside the scope purposes of this Agreement, except with the Discloser's prior written permission, or (ii) Agreement and shall not disclose or make the Discloser’s such Confidential Information available to any third party, except those of its employeeswithout the other party's written consent, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar other than to those set forth herein and have each other's employees on a “need to know” in order to carry out the purpose of this Agreementneed-to-know basis. Each party agrees to take measures to protect the confidentiality of the other's Confidential Information of the other party that, in the same manner that aggregate, are no less protective than those measures it protects uses to protect the confidentiality of its own proprietary and confidential information of like kindConfidential Information, but at a minimum, each party shall take reasonable steps to advise their employees of the confidential nature of the Confidential Information and the prohibitions on copying or revealing such Confidential Information contained herein. Notwithstanding anything to the contrary contained in no event this Agreement, neither party shall either be obligated to treat as confidential, or otherwise be subject to the restrictions on use, disclosure or treatment contained in this Agreement for, any information disclosed by the other party exercise less than reasonable care (the "Disclosing Party") which: (i) is rightfully known to the recipient prior to its disclosure by the Disclosing Party; (ii) is generally known or easily ascertainable by non-parties of ordinary skill in protecting such computer or process design or programming or in the business of CCL; (iii) is released by the Disclosing Party to any other person, firm or entity (including governmental agencies or bureaus) without restriction; (iv) is independently developed by the recipient without any reliance on Confidential Information; or (v) is or later becomes publicly available without violation of this Agreement or may be lawfully obtained by a party form any nonparty. CCL and Allin agree that neither party may disclose the fact that the parties are engaged in the Project with the other party, the details related to the type and scope of the Project or the existence of this Agreement or the terms hereof without the prior written approval of the other party and the parties agree that the financial terms of this Agreement are to be treated as Confidential Information. If Notwithstanding anything to the Recipient is compelled contrary herein, either party or any affiliate or designated agent of such party may make any public disclosure which it believes in good faith to be required by law to disclose Confidential Information or by the terms of any listing arrangement with a securities exchange or securities trading system. No party may issue a press release regarding this Agreement or the association of the Discloserparties without the prior review by, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistancewritten approval of, at the other party's cost, if . Each party acknowledges that a violation of the restrictions contained in this Section 14 will likely result in irreparable harm to the other party wishes to contest which cannot be adequately compensated by money damages. Accordingly, each party agrees that, in the disclosure. The obligations set forth in Section 3.1 and not event of an actual or threatened violation of this Section 4 apply 14, the other party will be entitled to Customer Datatemporary and permanent injunctive relief without the necessity of posting a bond or other security. In any event, whether or not injunctive relief is sought or granted, the parties seeking relief may recover monetary damages and any and all other relief to which they may be entitled.

Confidentiality. Each party Without the prior written consent of the other Party, each Party shall, and shall cause its Affiliates, Third Party Service Providers (if applicable) and its employees and agents (each, a “RecipientReceiving Party”) mayto, during hold in strict confidence, not disclose or release to any Person, and not use in any manner other than to provide or receive the Services, as applicable, (a) the terms of this Agreement or (b) any and all confidential or proprietary information shared by or received from the other Party (each, a “Disclosing Party”) or learned by the Receiving Party pursuant to this Agreement or in the course of its the provision and use or receipt of the Service or provision of Professional Services hereunder(collectively, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Each Receiving Party agrees to safeguard the Disclosing Party’s Confidential Information shall not include, and shall cease received under this Agreement with the same degree of care that the Receiving Party uses to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to protect its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possessionown similar Confidential Information. The Recipient shall not: Receiving Party may disclose Confidential Information (i) use any Confidential Information to its auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information and are informed of their obligation to hold such information confidential (and have agreed or are subject to a professional or contractual obligation to do so) to the Discloser for any purpose outside same extent as is applicable to the scope Receiving Party and in respect of this Agreementwhose failure to comply with such obligations the Receiving Party will be responsible, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any partyits Affiliates, except those of its employees, contractors, Third Party Service Providers (if applicable) and their respective employees and agents that who have signed an agreement containing disclosure a need to know such information for purposes of providing or receiving the Services and use provisions substantially similar who are informed of their obligation to those set forth herein hold such information confidential (and have agreed or are subject to a “need professional or contractual obligation to know” in order do so) to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects extent as is applicable to the confidentiality Receiving Party and in respect of its own proprietary whose failure to comply with such obligations the Receiving Party will be responsible; and confidential information of like kind(iii) subject to Section 4.2, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistancethe Receiving Party is required to disclose any such Confidential Information by any Gaming Authority or any judicial or administrative process or, at in the opinion of legal counsel, by other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Datarequirements of Law.

Confidentiality. Each party Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, each Party agrees that, for the Term and for five (“Recipient”5) mayyears thereafter, during the course of its provision it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement any Confidential Information of the Service or provision other Party except for that portion of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that the receiving Party can demonstrate by competent proof: (a) were generally was already known to the public on receiving Party or its Affiliate, other than under an obligation of confidentiality, at the Effective Date; time of disclosure by the other Party, as established by written records; (b) become was generally known available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after the Effective Date, its disclosure and other than as a result of the through any act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; receiving Party in breach of this Agreement; (d) are is subsequently disclosed to the receiving Party or were disclosed its Affiliate by a Third Party who is not bound by an obligation of confidentiality to the Discloser generally without restriction on disclosuredisclosing Party with respect to such information; or (e) the Recipient lawfully received from a third party without that third party’s breach of agreement is subsequently independently discovered or obligation of trust; or (f) are independently developed by the Recipient receiving Party or its Affiliate without the aid, application, or use of Confidential Information, as shown established by documents written records. Notwithstanding the foregoing, the receiving Party may disclose without violation of this Agreement such portion of the Confidential Information as is required or permitted to be disclosed if, on the advice of counsel, it is required under Applicable Law or pursuant to legal process to disclose such Confidential Information of the other Party; provided that unless otherwise prohibited by Applicable Law, the receiving Party first advises the disclosing Party of such intended disclosure and other competent evidence provides the disclosing Party with the opportunity to seek appropriate judicial or administrative relief to avoid, or obtain confidential treatment of, such disclosure at the disclosing Party’s sole cost and expense. The confidentiality provisions set forth herein shall supersede and replace OV’s and LP’s rights and obligations under the Existing Confidentiality Agreement (between OV, LP, MPI, and ▇▇▇▇▇ ▇▇▇▇▇)(effective September 23, 2014) and shall be deemed to cover all Confidential Information (as defined in the RecipientExisting Confidentiality Agreement) disclosed or obtained by OV and LP under the Existing Confidentiality Agreement. Unless otherwise specified in writing, all documents, record bearing media and materials containing or embodying Confidential Information provided by the disclosing Party shall remain the property of the disclosing Party. Upon the written request of the disclosing Party, and if not causing any limitations to the receiving Party’s possession. The Recipient shall not: (i) use compliance with obligations or exercise of rights under this Agreement, the receiving Party agrees to return all such Confidential Information or destroy all documents, record bearing media and materials created by the receiving Party that contain or embody any Confidential Information of the Discloser for disclosing Party, as well as any purpose outside the scope of this Agreementcopies thereof, except for one copy which may be retained by the receiving Party’s legal counsel for purposes of complying with the Discloser's prior written permission, or (ii) disclose or make the Disclosersuch Party’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of obligations under this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer DataARTICLE 10.

Confidentiality. Each party (“Recipient”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third A party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) may only use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of another for the other purposes of exercising their rights and performing their respective obligations under this MoU and, subject to clause 13(b), must keep that Confidential Information confidential. (b) A party in may disclose the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice another party: (i) to those of its personnel who need to know such compelled disclosure Confidential Information and have agreed to keep such Confidential Information confidential; (ii) to the extent legally permittedrequired by law; or (iii) with the prior written consent of the party whose Confidential Information is to be disclosed. (c) Each party acknowledges that monetary damages may not be a sufficient remedy for a breach of its obligations under this clause 13 (Confidentiality) and reasonable assistancethat the party whose Confidential Information is the subject of a breach of this clause 13 is entitled to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. (d) Each party acknowledges that the fact of its participation in the arrangements described in this MoU is not confidential and consents to the publication of their Gateway Operator names and contact details in the Public Gateway Operator List published by GNGB on a website administered by GNGB. (e) Upon termination of this MoU (except to the extent permitted to be retained under the formal self-governance industry regime which will terminate this MoU by replacing it), at each party must immediately return all Confidential Information of another party to that party, which is in the other first-named party's cost’s possession or control. (f) GNGB will require any committee or working group constituted and/or appointed by the GNGB Board to only use Confidential Information supplied to it for the purposes of performing its role, if and otherwise treat such Confidential Information in accordance with the other party wishes to contest the disclosure. The obligations requirements set forth out in Section 3.1 and not this Section 4 apply to Customer Data.clause 13

Confidentiality. (i) Each party (“Recipient”) may, during of Buyer and Seller acknowledges that the course of its provision information provided to them in connection with this Agreement and use the consummation of the Service or provision Contemplated Transactions is subject to the terms of Professional Services hereunder, receive, have access tothe Confidentiality Agreement. Effective upon, and acquire knowledge from discussions only upon, the Closing, the Confidentiality Agreement will terminate with the other party (‘Discloser”) which may not be accessible respect to information included in or known related to the general publicPurchased Assets, and such as technical information will be deemed to have been provided under this Agreement and business information concerning hardwaresubject to this Section 5.5. (ii) For purposes of this Agreement, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”” will include any and all confidential or proprietary information, whether or not patentable and in any form (written, oral, photographic, electronic, magnetic, or otherwise), including information of Third Parties, that a Party (or an Affiliate or representative of such Party) discloses or otherwise makes available to the other Party (or to an Affiliate or representative of such Party) in connection with this Agreement. Notwithstanding the foregoing, any information, knowledge and data contained or included in the Purchased Assets or related to the Business, including Seller Intellectual Property, will be the Confidential Information shall of Buyer, regardless of which Party is the disclosing Party with respect to such information, knowledge or data. The terms and conditions of this Agreement will be the Confidential Information of both Parties. (iii) Each Party agrees that, for a period of [**] following receipt of Confidential Information, it will keep confidential and will not includepublish or otherwise disclose and will not use for any purpose other than as provided for in this Agreement or any Reversion Agreement (including for the exercise of the rights granted to such Party hereunder) any Confidential Information of the other Party, except to the extent expressly agreed in writing by the other Party. The foregoing confidentiality and shall cease non-use obligations will not apply with respect to includeany information that the receiving Party can demonstrate by competent written proof: (A) was in the lawful knowledge and possession of the receiving Party prior to the time it was disclosed by the disclosing Party to the receiving Party, or was otherwise developed independently by or for the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as applicableevidenced by written records kept in the ordinary course of business, information or materials that other documentary proof of actual use by the receiving Party; (aB) were was generally known available to the public on or otherwise part of the Effective Date; public domain at the time of its disclosure to the receiving Party; (bC) become became generally known available to the public or otherwise part of the public domain after the Effective Date, its disclosure and other than as a result of the through any act or omission of the Recipientreceiving Party in breach of this Agreement; or (D) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who, to the knowledge of the receiving Party, had no obligation to the disclosing Party not to disclose such information to others. (iv) If a Party is required by applicable Law or judicial or administrative process to disclose Confidential Information that is subject to the non-disclosure provisions of this Section 5.5(a), such Party may disclose such Confidential Information as so required; provided, that such Party will to the extent reasonably practicable inform the other Party of the disclosure that is being sought in order to provide such other Party an opportunity to challenge or limit the disclosure obligations, and, if requested by the other Party, cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure. Confidential Information that is disclosed as required by applicable Law or by judicial or administrative process will remain otherwise subject to the confidentiality and non-use provisions of this Section 5.5(a), and the Party so disclosing Confidential Information will (A) take all steps reasonably necessary to endeavor to ensure the continued confidential treatment of such Confidential Information and (B) disclose such Confidential Information only to the extent required by such applicable Law or judicial or administrative process. (v) Notwithstanding anything to the contrary in this Section 5.5(a), the receiving Party may disclose the disclosing Party’s Confidential Information if and to the extent such disclosure is reasonably necessary in the following instances: (A) to its actual or potential acquirors, investors, lenders or other similar sources of financing solely for the purpose of evaluating or carrying out an actual or potential investment, loan, financing or acquisition; (cB) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence Affiliates, employees, consultants, agents, and, in the Recipient’s possession. The Recipient shall not: case of Buyer, actual or potential licensees or contractors to exercise its rights or perform its obligations in accordance with the terms of this Agreement; and (iC) to its external attorneys, independent accountants or financial advisors solely for the purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to it with respect to this Agreement or the activities contemplated hereunder; provided, that in each case ((A) through (C)) such Person is subject to a written agreement containing obligations of confidentiality and non-use any Confidential Information at least as stringent as those herein (or without such agreement for recipients that are financial or legal advisors under a professional code of conduct giving rise to an expectation of confidentiality and non-use at least as restrictive as those set forth in this Agreement), and where the applicable disclosure is of the Discloser for any purpose outside the scope terms of this Agreement, except with the Discloser's prior written permission, each Party will redact confidential or (ii) disclose commercially sensitive information or make the Discloser’s Confidential Information available other information that is not relevant to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the applicable disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Data.

Confidentiality. 6.1 Each party will use a reasonable standard of care to protect the Confidential Information (“Recipient”as defined below) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access toother, and acquire knowledge from discussions with will use the other party (‘Discloser”) which may not be accessible or known party’s Confidential Information only for purposes of the Agreement and only to the general publicextent necessary for such purposes. Neither party will disclose (whether orally or in writing, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans by press release or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and otherwise) to any third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser other party, or any information with respect to the terms and provisions of the Agreement, except: (a) To each party’s respective officers, directors, employees, subcontractors, auditors and attorneys who have a need to know such Confidential Information, in their capacity as such, are informed by such party of the confidential nature of the Confidential Information, and have a duty or obligation to comply with the non-use and non- disclosure terms herein that are applicable to such party; provided, however, that such party shall be responsible for any purpose outside breach of the scope provisions of this Section 6 committed by its officers, directors, employees, subcontractors, auditors or attorneys to the same extent as if such party committed such breach itself; (b) To the extent strictly necessary (and then redacted to the greatest extent possible) to comply with law or with the valid order of an administrative or regulatory agency or a court of competent jurisdiction, provided that the disclosing party notifies the other party as promptly as practicable (and, if possible, prior to making the disclosure) and the disclosing party seeks confidential treatment of the information; (c) In order to exercise or enforce its rights under the Agreement, except with provided that prior to disclosure the Discloser's prior written permissiondisclosing party will to the greatest extent reasonably possible seek confidential treatment of the information; or (d) As mutually agreed by the parties in writing. 6.2 For purposes of the Agreement, a party’s “Confidential Information” shall be deemed to include any confidential or proprietary information disclosed by one party to the other, including the terms of the Agreement and information generated by the parties in the course of performance of the Agreement, but shall not include (a) information that was in the public domain or that later comes into the public domain through no fault of either party, or (iib) disclose except for the terms of the Agreement and information generated by the parties in the course of performance of the Agreement, information that is already legitimately known to the other party at the time of disclosure, or make that becomes known to the Discloser’s other party without a breach of the Agreement or the breach of a duty by any third party to keep such information confidential. 6.3 The terms of this Section 6 shall survive for a period of three (3) years after expiration or termination of the Agreement; provided that, to the extent any portions of Confidential Information available to any party, except those meet the definition of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need trade secret” under applicable law, the terms and conditions of the Agreement as to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality such portions of the Confidential Information shall survive expiration or termination of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer DataAgreement for as long as provided under applicable law.

Confidentiality. Each parry (the "Receiving Party") undertakes to retain in confidence the terms of this Agreement and all other non-public information and know-how of the other parry disclosed or acquired by the Receiving Party pursuant to or in connection with this Agreement which is either designated as proprietary and/or confidential or by the nature of the circumstances surrounding disclosure, ought in good faith to be treated as proprietary and/or confidential ("Confidential Information"); provided that each party (“Recipient”) may, during may disclose the terms and conditions of this Agreement to its immediate legal and Financial consultants in the ordinary course of its provision and business. Each party agrees to use commercially reasonable efforts to protect Confidential Information of the Service or provision of Professional Services hereunder, receive, have access toother party, and acquire knowledge from discussions with in any event, to take precautions at least as great as those taken to protect its own confidential information of a similar nature. Company acknowledges that the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). terms of this Agreement are Confidential Information of InfoSpace. The foregoing restrictions shall not include, and shall cease apply to include, as applicable, any information or materials that that: (a) were generally was known by the Receiving Party prior to disclosure thereof by the public on the Effective Dateother party; (b) become generally known to was in or entered the public after the Effective Date, other than as a result domain through no fault of the act or omission of the RecipientReceiving Party; (c) were rightfully known is disclosed to the Recipient prior Receiving Parry by a third party legally entitled to its receipt thereof from the Disclosermake such disclosure without violation of any obligation of confidentiality; (d) are or were is required to be disclosed by applicable laws or regulations (but in such even; only to the Discloser generally without restriction on disclosureextent required to be disclosed); or (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are is independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use Receiving Parry without reference to any Confidential Information of the Discloser for any purpose outside other party, Upon request of the scope of this Agreement, except with the Discloser's prior written permissionother parry, or (ii) disclose in any event upon any termination or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality expiration of the Term, each party shall return to the other all materials, in any medium, which contain, embody, reflect or reference all or any part of any Confidential Information of the other party. Each party acknowledges that breach of this provision by it would result in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law irreparable harm to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if for which money damages would be an insufficient remedy, and therefore that the other party wishes shall be entitled to contest seek injunctive relief to enforce the disclosure. The obligations set forth in Section 3.1 and not provisions of this Section 4 apply to Customer Data8.1.

Confidentiality. 23.1. Each Party shall keep strictly confidential and shall not disclose to any third party (“Recipient”) may, during the course contents of its provision this Agreement without prior permission from disclosing party. 23.2. All confidential and use of proprietary information disclosed by the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other Disclosing party (‘Discloser”) which may not be accessible or known to the general publicReceiving party, such including information which the disclosing party identifies in writing or otherwise as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products Confidential before or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third within thirty days after disclosure to the receiving party audit reports and attestations (“Confidential Information”). Confidential Information shall not includeconsists of certain specifications, designs, plans, drawings, software, prototypes, data, details, information and/or technical information, and shall cease to includeall copies and derivatives containing such Information, as applicable, information or materials that (a) were generally known may be disclosed to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof Receiving party from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third Disclosing party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents for and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out during the purpose of this Agreement, which disclosing party considers proprietary or confidential (“Information”). 23.3. Each The receiving party agrees shall use Information only for the purpose of this Agreement, shall hold Information in confidence using the same degree of care as it normally exercises to protect account the confidentiality nature of the Confidential Information, and shall grant access to Information only to its employees who have a need to know, but only to the extent necessary to carry out the business purpose of this Agreement. 23.4. The foregoing restrictions on each party's use or disclosure of Information shall not apply to Information that the receiving party can demonstrate: a) Was independently developed by or for the receiving party without reference to the Information, or was received without restrictions; or b) Has become generally available to the public without breach of confidentiality obligations of the other party receiving party. The information shall not be deemed to be available to the general public merely because it is embraced by more general information in the same manner that prior possession of Recipient or of others, or merely because it protects is expressed in public literature in general terms not specifically in accordance with the confidentiality Confidential Information; or c) Was in the receiving party's possession without restriction or was known by the receiving party without restriction at the time of its own proprietary disclosure and receiving party declare of possession of such confidential information of like kind, but in no event shall either within a day upon such disclosure by disclosing party exercise less than reasonable care in protecting such Confidential Information. If the Recipient ; or d) Pursuant to a court order or is compelled otherwise required by law to disclose Confidential Information be disclosed', provided that Recipient has notified the disclosing party immediately upon learning of the Discloser, it shall provide possibility of any such court order or legal requirement and has given the Discloser disclosing party a reasonable opportunity and co-operate with prior notice disclosing party to contest or limit the scope of such compelled required disclosure (to including application for a protective order. e) Is disclosed with the extent legally permittedprior consent of the disclosing party; or f) and reasonable assistance, at The receiving party obtains or has available from a source other than the other disclosing party without breach by the receiving party or such source of any obligation of confidentiality or non-use towards the disclosing party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Data.

Confidentiality. Each party (“Recipient”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known Subject to the public on the Effective Date; (b) become generally known to the public Section 4.9 and except as otherwise expressly contemplated by this Agreement or any Ancillary Agreement, from and after the Effective Date, each of SunEdison and SSL, on behalf of itself and each of its respective Subsidiaries, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to SunEdison’s confidential and proprietary information pursuant to policies in effect as of the Effective Date, all Confidential Information concerning the other party and its Subsidiaries that is either in its possession (including Confidential Information in its possession prior to the Effective Date) or furnished to it by the other party or the other party’s Subsidiaries or Representatives at any time pursuant to this Agreement or any Ancillary Agreement, and shall not use any such Confidential Information other than for such purposes as a result may be expressly permitted hereunder or thereunder. If any confidential and proprietary Information of one party or any of its Subsidiaries is disclosed to another party or any of its Subsidiaries in connection with providing services to such first party or any of its Subsidiaries under this Agreement or any Ancillary Agreement, then such disclosed confidential and proprietary Information shall be used only as required to perform such services. Each of SunEdison and SSL, respectively, shall be responsible for any breach of this Section 4.8 by any of its Representatives. (b) Each party agrees not to release or disclose, or permit to be released or disclosed, any confidential or proprietary Information of the act other party addressed in Section (a) to any other Person, except its Representatives who need to know such Information in their capacities as such, and except in compliance with Section 4.9. Without limiting the foregoing, when any Information furnished by the other party after the Effective Date pursuant to this Agreement or omission of any Ancillary Agreement is no longer needed for the Recipient; (c) were rightfully known purposes contemplated by this Agreement or any Ancillary Agreement, each party shall, at its option, promptly after receiving a written notice from the disclosing party, either return to the Recipient prior disclosing party all such Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to its receipt the disclosing party that it has destroyed such Information (and such copies thereof from and such notes, extracts or summaries based thereon); provided that a party shall not be required to destroy or return any such Information to the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall notextent that: (i) use the party is required to retain the Information in order to comply with any applicable Law; (ii) the Information has been backed up electronically pursuant to the party’s standard document retention policies and will be managed and ultimately destroyed consistent with such policies; or (iii) it is kept in the party’s legal files for purposes of resolving any dispute that may arise under this Agreement or any Ancillary Agreement. (c) Except as otherwise expressly provided in the Ancillary Agreements, and without limiting the generality of Section (a), from and after the Effective Date, each of SunEdison and SSL will implement and maintain security measures with at least the same degree of care that applies to SunEdison’ confidential and proprietary information pursuant to policies in effect as of the Effective Date that are designed to: (i) secure and maintain the confidentiality of Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or other party; (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality against anticipated threats or hazards; (iii) protect against loss or theft or unauthorized access, copying, disclosure, loss, damage, modification or use of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloserdisclosing party; and (iv) take reasonable measures to limit access to Confidential Information only to those Representatives who have a bona fide business need to access the Confidential Information. (d) Notwithstanding the limitations set forth in this Section 4.8, it with respect to financial and other information related to the SSL Group for the periods during which such entities were Subsidiaries of SunEdison, SunEdison shall provide the Discloser with prior notice of be permitted to disclose such compelled disclosure (information in its earnings releases, investor calls, rating agency presentations and other similar disclosures to the extent legally permittedsuch information has customarily been included by SunEdison in such disclosures and in its reports, statements or other documents filed or furnished with the SEC in accordance with applicable law, rules or regulations. (e) Each party acknowledges that it and reasonable assistanceits respective Subsidiaries and Representatives may have in its or their possession confidential or proprietary Information of, at or personal Information relating to, Third Parties: (i) that was received under confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other party or the other party's cost’s Subsidiaries, if on the other hand, prior to the Effective Date; or (ii) that, as between the two parties, was originally collected by the other party wishes or the other party’s Subsidiaries and that may be subject to contest and protected by privacy, data protection or other applicable Laws. Each party agrees that it shall, and shall cause its Subsidiaries and its and their respective Representatives to, hold, protect and use, the disclosure. The obligations set forth confidential and proprietary Information of, or personal Information relating to, Third Parties in Section 3.1 accordance with privacy, data protection or other applicable Laws and not this Section 4 apply to Customer Datathe terms of any agreements entered into between the other party or the other party’s Subsidiaries, on the one hand, and such Third Parties, on the other hand.

Confidentiality. 5.1. Each party may disclose or may have disclosed (the “RecipientDisclosing Party”) mayto another party (the “Receiving Party”) certain information that the Disclosing Party considers to be confidential and/or proprietary, during the course of its provision and use of the Service or provision of Professional Services hereunderincluding, receive, have access but not limited to, personally identifiable information and acquire knowledge from discussions with data entered, the other party terms and conditions of this Agreement (‘Discloser”except as permitted in Section 9.3 below) which may not be accessible or known to the general publictechnical processes and formulas, such as technical product designs, customer lists, product and business information concerning hardwareplans, softwarerevenues, designsprojections, specificationsmarketing and other data, techniquessales, processescost, procedures, research, development, projects, products or servicesaccounting and other technical, business plans or opportunitiesand financial information, business strategiesas well as information that the Disclosing Party marks as confidential (collectively, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Notwithstanding the foregoing, Confidential Information shall does not includeinclude information (i) already known by the Receiving Party without an obligation of confidentiality, and shall cease to include, as applicable, information (ii) publicly known or materials that (a) were generally which becomes publicly known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result through no omission or unauthorized act of the act or omission of the Recipient; Receiving Party, (ciii) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or any obligation of trust; confidentiality, or (fiv) are independently developed by the Recipient as shown by documents and other competent evidence in Receiving Party without use of the RecipientDisclosing Party’s possessionConfidential Information. 5.2. The Recipient Receiving Party shall not: make use of the Confidential Information only for the purposes of this Agreement and shall protect the Disclosing Party’s Confidential Information by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized access, use, dissemination, or publication of the Confidential Information as the Receiving Party uses to protect its own Confidential Information of a like nature. The Receiving Party shall disclose Confidential Information only (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, representatives and agents that consultants with a need to know such Confidential Information who have signed an agreement containing disclosure first agreed with the Receiving Party, either as a condition of employment or engagement, or in order to obtain the Confidential Information, to be bound by terms and use provisions conditions substantially similar to those contained in this Section 4, (ii) as required by court order, law or regulation or as requested by any regulatory agency or governmental body having jurisdiction over the Receiving Party, provided that prior to such disclosure the Receiving Party shall provide prompt written notice to the Disclosing Party sufficient to permit the Disclosing Party the opportunity to oppose the disclosure and the Receiving Party shall take all reasonable steps available to maintain the Confidential Information in confidence, or (iii) to make appropriate disclosure regarding the tax treatment and tax structure of the transactions contemplated hereby. 5.3. All Confidential Information shall remain the property of the Disclosing Party, and such Confidential Information and all copies thereof (if any), shall be promptly returned to the Disclosing Party upon request or upon termination of this Agreement or, at the Disclosing Party’s sole option, destroyed, in which case the Disclosing Party shall be notified promptly in writing when its Confidential Information has been destroyed. The furnishing of any Confidential Information between the parties shall not constitute the granting of any right or license to use such Confidential Information. 5.4. The obligations of the parties set forth herein in this Section 4 shall remain in effect for three years after the date of this Agreement. 5.5. Notwithstanding any other provision in this Section 4 to the contrary, the Buyer shall be permitted after the Closing to use and have a “need disclose any Confidential Information received from the Seller and included in the Acquired Assets to know” the extent the Buyer in its sole discretion determines that it is necessary or appropriate to use or disclose that Confidential Information in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality any of the Confidential Information Buyer’s commercial activities through the use of any of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer DataAcquired Assets.

Confidentiality. Each party (“Recipient”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to Each Party will, in its capacity as a Receiving Party: (i) not use or reproduce Confidential Information of the public on the Effective Date; (b) become generally known to the public after the Effective DateDisclosing Party for any purpose, other than as a result of the act or omission of the Recipient; (c) were rightfully known and to the Recipient prior to extent expressly permitted under this Agreement or as may be reasonably necessary for the exercise of its receipt thereof from rights or the Discloser; performance of its obligations set out in this Agreement; (dii) are not disclose, provide access to, transfer or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use otherwise make available any Confidential Information of the Discloser for any purpose outside the scope of Disclosing Party except as expressly permitted in this Agreement, except with the Discloser's prior written permission, or ; and (iiiii) disclose or make the Discloser’s Confidential Information available take all measures reasonably required to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect maintain the confidentiality and security of the all Confidential Information of the other party in the same manner Disclosing Party that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to handles. (b) The Receiving Party may disclose Confidential Information of the DiscloserDisclosing Party: (i) to a third party that is not a Representative of the Receiving Party if and to the extent required by a Governmental Authority or otherwise as required by Applicable Laws, it shall provide provided that the Discloser with prior Receiving Party must first give the Disclosing Party 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 an opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order. Thereafter, the Receiving Party may disclose the Confidential Information of the Disclosing Party, but only to the extent legally permittedrequired by Applicable Laws and subject to any protective order that applies to such disclosure; and (ii) to: A. its accountants, internal and reasonable assistance, at external auditors and other professional advisors if and to the other party's cost, if extent that such Persons need to know such Confidential Information in order to provide the other party wishes applicable professional advisory services relating to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Data.Receiving Party’s business;

Confidentiality. Each party (“Recipient”a) mayHRC and Advisor each acknowledge that it may obtain certain confidential information of the other parties to this Agreement, or, in the case of HRC, of the Advisor and the Fund, during the course performance of its provision duties under this Agreement and use each party hereto agrees to treat all such confidential information as proprietary information of the Service or provision of Professional Services hereunder, receive, have access to, applicable party and acquire knowledge from discussions to keep such information confidential for one year following the Closing by using the same care and discretion it uses with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior respect to its receipt thereof from the Discloserown confidential information, property and trade secrets; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from provided, that a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall notmay disclose confidential information if: (i) use such disclosure is approved in writing by the applicable party from which the confidential information originates; or (ii) such disclosure is required by applicable laws, rules, and regulations (including disclosures required in any Confidential Information document filed, provided or furnished with or to the SEC, FINRA or other regulatory authority), or such disclosure is made in response to a valid request by a regulatory authority. (b) If a party to this Agreement is required or requested to disclose confidential information of the Discloser for other party pursuant to Section 12(a)(ii) above, the disclosing party shall immediately notify the other party in order to provide the other party the opportunity to pursue such legal or other action as such parties may desire to prevent the release of such confidential information, and such disclosing party agrees to provide reasonable assistance to any purpose party seeking to prevent the release of such confidential information, at the expense of the requesting party. (c) Each of HRC and the Advisor shall promptly notify the other party in writing of any unauthorized, negligent or inadvertent use or disclosure of such confidential information. (d) For purposes of this Agreement, “confidential information” does not include information which, without any breach of HRC or the Advisor of the foregoing: (i) is or becomes publicly available (other than in breach of this Agreement or a violation of a confidentiality obligation owed to a party hereto); (ii) is independently developed by HRC or the Advisor (as the case may be) outside the scope of this Agreement, except with the Discloser's prior written permission, Agreement and without use of confidential information; or (iiiii) disclose is rightfully obtained by HRC or make the Discloser’s Confidential Information available Advisor (as the case may be) from third-parties who have no duty of confidentiality to any partythe Advisor or the Advisor, except those of its employees, contractors, respectively. This Section shall continue in full force and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out effect notwithstanding the purpose termination of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Data.

Confidentiality. Each 9.1 Except to the extent expressly authorized by this agreement, the parties agree that, for the term of this agreement and for five years thereafter, the receiving party (“Recipient”) mayshall keep completely confidential and shall not, during without the course of its provision and use prior written consent of the Service disclosing party, publish or provision otherwise disclose (other than to officers, directors or employees, agents or consultants on a need-to-know basis and subject to an obligation of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with confidentiality substantially similar to the obligation contained herein) or use for any purpose except as provided in this agreement any information furnished to it by the other party pursuant to this agreement (‘Discloser”the "Confidential Information"), except to the extent that it can be established by the receiving party by competent proof that such confidential information: (a) which may not be accessible or was already known to the general publicreceiving party, such as technical and business information concerning hardwareother than under an obligation of confidentiality, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and at the time of disclosure by the other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to includeparty, as applicable, information or materials that evidenced by written records; (ab) were was generally known available to the public on or otherwise part of the Effective Date; public domain at the time of its disclosure to the receiving party; (bc) become became generally known available to the public or otherwise part of the public domain after the Effective Date, its disclosure and other than as a result of the through any act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; receiving party in breach of this agreement; (d) are or were was subsequently lawfully disclosed to the receiving party by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third to the receiving party’s breach of agreement or obligation of trust; or or (fe) are was subsequently independently developed by the Recipient receiving party, as shown evidenced by documents and other competent evidence in written records (provided that the Recipient’s possession. The Recipient Technology shall not: (i) use any not be deemed to fall within this exception). 9.2 Each party may disclose Confidential Information of to the Discloser extent such disclosure is reasonably necessary in prosecuting or defending litigation, filing patent applications, complying with applicable governmental regulations, conducting clinical trials or for any other purpose outside the scope of under this Agreementagreement; provided that, except with the Discloser's prior written permission, or (ii) disclose or if a party proposes to make the Discloser’s Confidential Information available any such disclosure it will give reasonable advance notice to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (and, save to the extent legally permitted) inappropriate in the case of patent applications, will use all reasonable efforts to secure confidential treatment of such information required to be disclosed. 9.3 The parties acknowledge and reasonable assistanceagree that any breach by a party of the covenants set forth herein, at including without limitation those in Section 9.1, will likely result in irreparable harm to the other party's cost, if the other non-breaching party wishes to contest the disclosurefor which monetary damages will be inadequate compensation. The obligations set forth parties therefore agree that in Section 3.1 the event of a breach or threatened breach of any provision of this agreement, the non-breaching party shall be entitled to appropriate injunctive relief, including without limitation temporary or permanent injunctions or restraining orders. The foregoing remedies shall be in addition to and not this Section 4 apply to Customer Datathe exclusion of any other remedies which the non-breaching party may have at law or in equity.

Confidentiality. Each party For a period of two years from the Closing Date, the parties hereto agree, and shall cause their respective Affiliates and its and their respective consultants, legal counsel, auditors, financial advisors, lenders, agents, representatives, employees, officers and directors (collectively, the “RecipientRelated Parties”) may), during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, treat and acquire knowledge from discussions with hold as confidential (and not disclose or provide access to any Person) all confidential or proprietary information relating to the other party business of Owner and its Affiliates or Interim Servicers, Bank and their Affiliates, as the case may be (‘Discloserin such capacity, “Disclosing Party”) which may not be accessible or ), that becomes known to the general publicother or its Related Parties (in such capacity, “Non-Disclosing Party”) in connection with the transactions contemplated by this Agreement and not otherwise use such as technical and business confidential or proprietary information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (the “Confidential Information”). , unless Disclosing Party provides its prior written consent to such use or disclosure; provided, that such Non-Disclosing Party shall be permitted to disclose Confidential Information (A) to any of its respective Related Parties to whom such disclosure is necessary or desirable in the conduct of the business of such Non-Disclosing Party if such Persons are informed by such Non-Disclosing Party of the confidential nature of such Confidential Information and are directed by such Non-Disclosing Party to comply with the provisions of this Section 3.01 and (B) subject to the penultimate sentence of this Section 3.01, as may be required by applicable Law. Each party hereto is responsible for any breach of the foregoing by its Related Parties. The term “Confidential Information” shall not include, and shall cease to include, as applicable, include any information or materials that (aI) were generally known to at the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result time of the disclosure is publicly available through no act or omission of the Recipient; Non-Disclosing Party, (cII) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction becomes available on disclosure; (e) the Recipient lawfully received a non-confidential basis from a third source other than a party without that third party’s breach owing a duty of confidentiality, so long as such source is not known by such Non-Disclosing Party to be bound by a confidentiality agreement with or obligation other obligations of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permissionsecrecy to Disclosing Party, or (iiIII) disclose or make is developed independently by Non-Disclosing Party without the Discloser’s use of Confidential Information available as evidenced by the Non-Disclosing Party’s internal records. Notwithstanding the foregoing, if any Non-Disclosing Party or Related Party becomes legally compelled by Governmental Order or is required by the rules and regulations or any action of any applicable Governmental Authority or stock exchange to disclose any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If , such Non-Disclosing Party shall, and shall cause its applicable Related Parties to, (x) to the Recipient is compelled extent reasonably practicable and permitted by law to disclose Confidential Information of the Discloserapplicable Law, it shall provide the Discloser Disclosing Party with reasonable prior written notice of such compelled disclosure requirement so that Disclosing Party may seek a protective order or other remedy, (y) if such protective order or other remedy is not obtained, furnish only that portion of such Confidential Information that is legally required to the extent legally permittedbe provided and exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such Confidential Information and (z) use commercially reasonable efforts to promptly furnish to Disclosing Party a copy (in whatever form or medium) of such Confidential Information it intends to furnish or has furnished. Each Non-Disclosing Party agrees and reasonable assistance, acknowledges that remedies at the other party's cost, if the other party wishes to contest the disclosure. The Law for any breach of its obligations set forth in Section 3.1 and not under this Section 4 apply 3.01 are inadequate and that in addition thereto Disclosing Party shall be entitled to Customer Dataseek equitable relief, including injunction and specific performance, in the event of any such breach.

Confidentiality. Each party (“Recipient”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known 8.1 Except to the general publicextent authorised by this Agreement or otherwise agreed in writing, such the Parties agree that the receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as technical provided for in this Agreement any proprietary and business confidential information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations materials furnished to it by the disclosing Party pursuant to this Agreement (the “Confidential Information”). , except to the extent that it can be established by the receiving Party that such Confidential Information shall not include, and shall cease to include, as applicable, information or materials that Information: (aA) were generally was already known to the public on receiving Party or its Affiliates, other than under an obligation of confidentiality, at the Effective Date; time of disclosure by the disclosing Party as demonstrated by contemporaneous written records; (bB) become was generally known available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (C) became generally available to the public or otherwise part of the public domain after the Effective Date, its disclosure and other than as a result of the through any act or omission of the Recipient; receiving Party in breach of this Agreement; (cD) were rightfully known was disclosed to the Recipient prior to receiving Party or its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or Affiliates, other than under an obligation of trust; or confidentiality, by a Third Party who, to the best of receiving Party’s knowledge, had no obligation to the disclosing Party not to disclose such information to others; (fE) are was independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) receiving Party or its Affiliates without use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in disclosing Party as demonstrated by contemporaneous written records; or (F) is required by law, regulation or court order to be disclosed, provided that the same manner that it protects receiving Party shall promptly notify the confidentiality disclosing Party of its own proprietary any such request for disclosure and confidential information of like kind, but in no event cooperate with the disclosing Party to limit any such disclosure. 8.2 [***] (before publication) shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose be considered Confidential Information of [***] (before publication) shall be considered Confidential Information of [***]. Neither Party shall make any public disclosure of any Confidential Information which comprises or contains any information which may form the Disclosersubject matter of any future patent application before such patent application is filed otherwise than with the prior written consent of the applicable filing party. In addition, it shall provide all information disclosed or reports made at meetings of the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer DataJoint Steering Committee or Development Committee are considered Confidential Information.

Confidentiality. Each party (“Recipient”) mayParty acknowledges that, during in the course of performing its provision duties and use of obligations under this Agreement, certain information that is confidential or proprietary to such Party including the Service or provision of Professional Services hereunder, receive, have access to, Kamada Intellectual Property and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations each Parties Intellectual Property (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed will be furnished by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without other Party or such other Party’s Representatives. Each Party agrees that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information furnished by the other Party or such other Party’s Representatives will not be used by it or its Representatives except in connection with, and for the purposes of, the manufacturing and Commercialization of the Discloser Product and for any other purpose outside the scope of permitted under this AgreementAgreement and, except with as provided herein, will not be disclosed by it or its Representatives without the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information consent of the other party in Party. Notwithstanding the same manner foregoing, Confidential Information furnished by a Party may be disclosed by a Receiving Party to such Receiving Party’s Representatives or such Receiving Party’s bona fide potential purchasers, acquirers, investors, bankers and lenders, and the professional advisors of the foregoing; provided that it protects such persons need to know the disclosed Confidential Information and agree to be bound by the Receiving Party’s obligation of confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting hereunder with respect to such Confidential Information. If the Recipient is compelled by law to disclose The Parties further agree that all Confidential Information of disclosed in written, electronic or other tangible form (such as a physical prototype, physical sample, photograph or video tape) shall be clearly marked “CONFIDENTIAL” (or sent in a communication clearly marked “CONFIDENTIAL”) or, if furnished in oral form or by visual observation, shall be stated to be confidential by the Discloser, it shall provide Party disclosing such information at the Discloser with prior notice time of such compelled disclosure (and reduced to a writing by the Party disclosing such information which is furnished to the extent legally permitted) and reasonable assistance, at the other party's cost, if the Party or such other party wishes to contest the Party’s Representatives within [*****] days after such disclosure. The obligations set forth in Section 3.1 [*****] Confidential portions of this document have been redacted and not this Section 4 apply to Customer Datafiled separately with the Securities and Exchange Commission.

Confidentiality. Each party (“Recipient”) may, In connection with preparation and during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope term of this Agreement, except with one Party may disclose to the Discloser's prior other or receive written permission, or (ii) disclose or make information from the Discloser’s Confidential Information available other relating to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose subject matter of this AgreementAgreement which information, if so identified in writing either pursuant to this Section 6.0 or otherwise upon disclosure, shall be considered to be the disclosing Party's Confidential Information. Each party Party agrees that it will take the same steps to protect the confidentiality of the other Party's Confidential Information of the other party in the same manner that as it protects the confidentiality of takes to protect its own proprietary and Confidential Information. Each Party shall protect and keep confidential information and shall not use, publish or otherwise disclose to any third party, except as permitted by this Agreement or with the other Party's written consent, the other Party's Confidential Information for a period of like kindten (10) years from the date of disclosure, but in no event shall either party exercise less than reasonable care in protecting respectively, of any such Confidential Information. If For the Recipient is compelled by law purposes of this Agreement, Confidential Information shall not include such information that (i) was lawfully known to the receiving Party at the time of disclosure; (ii) was generally available to the public or was otherwise part of the public domain at the time of disclosure or became generally available to the public or otherwise part of the public domain after disclosure other than through any act or omission of the receiving Party in breach of this Agreement; (iii) became known to the receiving Party after disclosure from a source that had a lawful right to disclose Confidential Information of such information to others; or (iv) is required to be disclosed by the Discloserreceiving Party to comply with applicable laws, it shall provide to defend or prosecute litigation or to comply with governmental regulations, provided that the Discloser with receiving Party provides prior written notice of such compelled disclosure to the other Party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure. Notwithstanding the above, the Parties may disclose Confidential information to their legal representatives, to Affiliates and their legal representatives, and to consultants (to the extent legally permittedsuch disclosure is intended to further the purposes contemplated under this Agreement) and reasonable assistanceprovided such legal representatives, Affiliates and consultants have agreed in writing to be bound to protect the confidentiality of such information in a manner at the other party's cost, if the other party wishes to contest the disclosure. The obligations least as restrictive as that generally set forth in Section 3.1 and not this Section 4 apply to Customer Dataherein.

Confidentiality. Each CFS and the Fund each acknowledges that it may obtain certain confidential information of the other party (“Recipient”) mayto this Agreement and, in the case of CFS, of a Fund or its Shareholders, during the course performance of its provision duties under this Agreement and use each party hereto agrees to treat all such confidential information as proprietary information of the Service or provision of Professional Services hereunder, receive, have access to, applicable party and acquire knowledge from discussions to keep such information confidential by using the same care and discretion it uses with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior respect to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from own confidential information, property and trade secrets, provided that a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: may disclose confidential information if (i) use such information is or becomes generally known by the public, absent breach by a party of its obligations hereunder, (ii) such information is or becomes otherwise known or developed by a party without reference to information provided (absent breach by a party of its obligations hereunder) by or on behalf of any Confidential Information other party or any of its affiliates, (iii) disclosed in a legal proceeding relating to the Discloser for any purpose outside the scope enforcement of this Agreement, except with (iv) such disclosure is approved in writing by the Discloser's prior written permissionapplicable party to which the confidential information relates or originates, or (iiv) disclose or make the Discloser’s Confidential Information available to any partysuch disclosure is required by applicable laws, except those of its employees, contractorsrules, and agents regulations, or such disclosure is made in response to a valid request by a regulatory authority. CFS confirms that have signed an agreement containing disclosure it is aware that securities laws of various jurisdictions restrict persons from trading in securities of a company while in possession of material non-public information regarding such company, and use provisions substantially similar from communicating such information to those set forth herein and have a “need person under circumstances in which it is reasonably foreseeable that such person may trade in such securities. Notwithstanding the foregoing, if a party is required or requested to know” disclose confidential information of another party pursuant to (v) above, such party shall, if permitted by applicable law: as soon as reasonably practicable (but in any event within one business day) notify the other party to this Agreement in order to carry out provide such party the purpose opportunity to pursue such legal or other action as such party may desire to prevent or limit the release of this Agreement. Each such confidential information, and such party agrees to protect provide reasonable assistance to any party seeking to prevent or limit the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice release of such compelled disclosure (to the extent legally permitted) and reasonable assistanceconfidential information, at the other expense of the requesting party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Data.

Confidentiality. a.) Each party (“Recipient”) may, during recognises the course of its provision proprietary and use confidential nature of the Service or provision of Professional Services hereunderother party’s commercial, receivetechnical, have access tofinancial and operational information and know-how relating to its business, facilities, products, techniques and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, proceduresincluding, researchwithout limitation, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results the Goods and other security information; defect and support any information and metrics; and first and third party audit reports and attestations derived therefrom (“Confidential Information”)) and undertakes to hold in strict confidence any Confidential Information, whether marked confidential or not, and shall take all reasonable precautions to prevent the same in whole or in part from becoming available to any third party. The receiving party undertakes to use Confidential b.) This clause shall not apply for any information which, as evidenced by documents of that time, (i) was in the lawful possession of the receiving party or any of its Affiliates (an “Affiliate” is any entity which directly or indirectly controls, is controlled by, or is under common control with a party) and had not been obtained from the disclosing party, (ii) has after disclosure been lawfully disclosed by a third party without any obligation of confidentiality and restricted use, (iii) has entered before or after the date of formation of the Contract into the public domain through no act or failure to act by the receiving party or any of its Affiliates, (iv) has been developed independently of any Confidential Information, or (v) is requested to be disclosed pursuant to applicable law, governmental regulation or legal process, provided that such party shall, to the extent legally permissible, promptly notify the disclosing party of such required disclosure, shall disclose only such Confidential Information as is required, and shall take all reasonable steps to protect the confidentiality of such disclosed information. Confidential Information shall not includebe deemed to be within the foregoing exceptions merely because such information is embraced by more general information within the foregoing exceptions or because individual features fall within the foregoing exceptions. c.) The receiving party shall, unless otherwise agreed in writing, limit access to Confidential Information to its directors, officers and employees, its Affiliates, any professional adviser or consultant who has been engaged to advise in connection with the Contract, any contractor or sub-contractor engaged in connection with the Contract, and shall cease to include, as applicable, information or materials any other person the disclosing party has agreed in writing that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except may be disclosed to in connection with the Discloser's prior written permissionContract (“Representatives”) on a need- to-know basis only, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, provided that such Representatives are bound by confidentiality and agents that have signed an agreement containing disclosure and restricted use provisions undertakings substantially similar to those set forth herein this clause and have the receiving party shall be liable for any breach of confidentiality and restricted use by such Representatives. d.) Each party acknowledges and agrees that damages alone may not be an adequate remedy for a “need to know” in order to carry out the purpose breach of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of clause and that the other party in the same manner shall be entitled to seek interim injunctive relief or such other relief that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event may be available under applicable law. e.) This clause shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information survive performance or any earlier termination of the Discloser, it Contract for whatever reason and shall provide remain valid for period of ten years from the Discloser with prior notice date of such compelled disclosure (to formation of the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer DataContract.

Confidentiality. Each party (“Recipient”a) maySubject to Section 7.14(c), during the course Term and for a period of three (3) years thereafter, each party shall, and shall cause its provision and use of the Service or provision of Professional Services hereunderits Affiliates’ officers, receivedirectors, have access employees and agents to, keep confidential and acquire knowledge from discussions with not publish or otherwise disclose to any third party, directly or indirectly, any information that is, and the other disclosing party (‘Discloser”) which may not be accessible has marked as, or known has otherwise designated in writing to the general publicreceiving party as, such as technical and business information concerning hardware“confidential trade secret,” “confidential commercial information” or “confidential financial information” (collectively, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known except to the public on extent such disclosure is permitted by the Effective Date; terms of this Agreement. (b) become generally known The confidentiality obligations under Section 7.14(a) shall not apply to any Confidential Information that (i) is or hereafter becomes part of the public after domain by public use, publication, general knowledge or the Effective Date, other than as a result like through no fault of the act receiving party in breach of this Agreement, (ii) can be demonstrated by documentation or omission of other competent proof to have been in the Recipient; (c) were rightfully known to the Recipient receiving party’s possession prior to its receipt thereof from the Discloser; (d) are or were disclosed disclosure by the Discloser generally disclosing party without restriction on disclosure; any obligation of confidentiality with respect to such information, (eiii) is subsequently received by the Recipient lawfully received receiving party from a third party without that third party’s breach of agreement or who is not bound by any obligation of trust; confidentiality with respect to such information, (iv) has been published by a third party or otherwise enters the public domain through no fault of the receiving party, or (fv) are can be demonstrated by documentation or other competent evidence to have been independently developed by or for the Recipient as shown by documents and other competent evidence in receiving party without reference to the Recipientdisclosing party’s possession. The Recipient Confidential Information. (c) Each party shall not: have the right to disclose Confidential Information to the extent that such disclosure is (i) use any made in response to a valid order of a court of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by applicable law; provided, however, that the receiving party shall first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment order requiring that the Confidential Information that is the subject of such order or other applicable law be held in confidence by such court or other third party recipient, unless the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permissionreceiving party is not permitted to provide such notice under such order or applicable law, or (ii) disclose made by the receiving party or make the Discloser’s Confidential Information available to any party, except those of its employeesAffiliates to its or their attorneys, contractorsauditors, and agents advisors, consultants, contractors or other third parties for use by such person or entity as may be necessary or useful in connection with the performance of the activities under this Agreement, provided that have signed an agreement containing disclosure and use provisions substantially similar to such third party is bound by confidentiality obligations at least as stringent as those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kindherein, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Datawritten agreement or through professional responsibility standards.

Confidentiality. Each party (“Recipient”) may23.1 The Parties, their Affiliates and their respective employees, directors, officers, consultants and contractors shall keep and maintain as confidential any Confidential Information supplied by the other Party prior to the Effective Date or during the course of its provision Term. The confidentiality and use of non-disclosure obligations contained in this Agreement shall not apply to the Service or provision of Professional Services hereunder, receive, have access to, extent that such Confidential Information is: *** Certain information on this page has been omitted and acquire knowledge from discussions filed separately with the other party (‘Discloser”) which may not be accessible or known Commission. Confidential treatment has been requested with respect to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that omitted portions. (a) were generally known at the time of disclosure by one Party to the other, in the public on domain or otherwise publicly known; (b) after disclosure by one Party to the Effective Dateother becomes part of the public domain, other than by breach of any obligation of confidentiality; (c) information which the receiving Party can establish by documentary evidence was already in its possession at the time of receipt or was independently developed by the receiving Party; or (d) received from a Third Party who was lawfully entitled to disclose such information. 23.2 Notwithstanding clause 23.1, the Party receiving Confidential Information may disclose such Confidential Information: (a) to governmental or other regulatory agencies in order to file patent applications or prosecute such applications to grant, provided that, the disclosure is limited to the extent reasonably required; provided that this sub-clause (a) shall only be applicable to Confidential Information of DESITIN received by ZOGENIX as it relates to Licensed Technology; or (b) to government or other Regulatory Authorities in order to file or prosecute any applications for Marketing Authorisations or other permits reasonably required to research, develop, manufacture, use, distribution, sale or supply the Licensed Product, provided that the disclosure is limited to the extent reasonably required and is consistent with the rights of the Party under this Agreement; or (c) to the extent that such disclosure has been ordered by a court of law or directed by a governmental body or authority in an enforceable decision, provided that, the Confidential Information may be disclosed only to the extent so ordered or directed and wherever practicable, the Party that owns the Confidential Information has been given sufficient written notice in advance to enable it to seek protection or confidential treatment of such Confidential Information. 23.3 Neither Party shall disclose any information about this Agreement without the prior written consent of the other. However, the Parties intend to announce the execution and delivery of this Agreement promptly following such execution and delivery pursuant to the form of press release attached to this Agreement as Exhibit 23.3. Consent shall not be required, however, for (a) disclosures to tax authorities or to bona fide potential sub-licensees, to the extent required or contemplated by this Agreement, provided, that in connection with such disclosure, each Party agrees to use its commercially reasonable efforts to secure confidential treatment of such information; (b) become generally known to the public after the Effective Datedisclosures of information for which written consent has previously been obtained, other than as a result of the act or omission of the Recipient; (c) were rightfully known information which had previously been publicly disclosed, including pursuant to the Recipient press release described above. Each Party shall have the further right to disclose the terms of this Agreement as required by applicable law, including the rules and regulations promulgated by the Securities and Exchange Commission and/or the regulatory bodies/authorities governing securities issues in foreign jurisdictions and to disclose such information to stockholders or potential investors as is customary, provided the disclosing Party provides to the other Party, to the extent practicable, a copy of the information to be disclosed and an opportunity to comment thereon prior to its receipt thereof from such disclosure, and, to the Discloserextent practicable, consults within a reasonable time in advance of the proposed disclosure with the other on the necessity for the disclosure and the text of the proposed release. Any copy of this Agreement to be filed with the Securities and Exchange Commission shall be redacted to the reasonable satisfaction of both Parties; (d) are or were disclosed provided, however, in the event that the Securities and Exchange Commission objects to the redaction of any portion of the Agreement after the initial submission, the filing Party shall inform the other Party of the objections and shall in good faith respond to the objections in an effort to limit the disclosure required by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents Securities and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Exchange Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no any event the filing Party shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law be free to disclose Confidential Information include any portions of the Discloser, Agreement it shall provide the Discloser with prior notice of such compelled disclosure (deems necessary to respond to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth objections in Section 3.1 and not this Section 4 apply to Customer Dataany future filings.

Confidentiality. Each party (“Recipient”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which 7.1 This Agreement is a confidential document that may not be accessible disclosed to third parties without the prior written consent of the other Party. Information that has been or known to will be exchanged between the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations Parties in connection with the performance of the Agreement shall be confidential (“Confidential Information”). ) and the Parties may not divulge or otherwise disclose such Confidential Information shall to any third party. 7.2 For the purposes of this Article of the Agreement third parties include also employees of the Parties who, on the basis of their job classification, do not includenormally need or have access to documents such as this Agreement, or who are not committed to the respective Party by a confidentiality obligation at least to the extent of this paragraph. Third parties, however, do not mean external consultants of the Parties who are involved in the business of the respective Party and shall cease at the same time are committed to includethis Party by a statutory or contractual confidentiality obligation at least to the extent of this paragraph. 7.3 Notwithstanding the foregoing, as applicable, information or materials that (the following will not constitute Confidential Information for purposes of this Agreement: a) were generally known to information which is already lawfully in the possession of the receiving Party; or b) information which, after being obtained by the receiving Party, comes within the public on the Effective Date; (b) become generally known to the public after the Effective Date, domain other than as a result by reason of the any act or omission of the Recipientreceiving Party or any other person to whom Confidential Information is disclosed pursuant to this Agreement; (or c) were rightfully known information which is generally available or revealed to the Recipient prior to its receipt thereof from the Discloserpublic; (or d) are or were disclosed information which is revealed to the receiving Party by the Discloser generally without restriction on a third party, unless such third party is under a duty of non-disclosure; (or e) information which the Recipient lawfully received from receiving Party or its representatives develop independently of the disclosure; or f) information which the Parties agree in writing is not Confidential Information. 7.4 The Parties acknowledge that a third party without that third party’s breach of agreement or obligation the provisions of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence this Article shall not be deemed to have occurred in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of case where a generally binding legal regulation obligates the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law Party to disclose Confidential Information, or in the case when the disclosure of Confidential Information is required by a governmental or regulatory authority or another body of the Discloser, it shall provide the Discloser with prior notice of public authority and such compelled disclosure (authorities are explicitly entitled to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Datareceive such Confidential Information under respective legal regulations.

Confidentiality. Each party (“Recipient”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known 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 the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act Party or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents or Affiliates (its "Representatives" and, together with a Party, a "Receiving Party") pursuant to this Agreement (such information, other than customer proprietary network information, as defined in Section 222(f)(1) of the Act, being hereinafter collectively referred to as "Proprietary Information") shall be deemed the property of the Disclosing Party. Proprietary Information, if written, shall be marked "Confidential" or "Proprietary" or by other similar notice, and, if oral or visual, shall be confirmed in writing as confidential by the Disclosing Party to the Receiving Party within ten (10) days after disclosure. Unless Proprietary Information was previously known by the Receiving Party free of any obligation to keep it confidential, or has been or is subsequently made public by an act not attributable to the Receiving Party, or is explicitly agreed in writing not to be regarded as confidential, or is independently developed by the Receiving Party, the Parties hereby agree that have signed an agreement containing disclosure and use provisions substantially similar in addition to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations requirements set forth in the Act and the Order, all Proprietary Information (i) shall be held in confidence by each Receiving Party; (ii) shall be disclosed on a confidential basis to only those persons who have a need for it in connection with the provision of services required to fulfill this Agreement and shall be used only for such purposes; and (iii) may 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, a Receiving Party shall be entitled to disclose or provide Proprietary Information as required by any governmental authority or applicable law only in accordance with Section 3.1 and not this Section 4 apply to Customer Data18(b) below.

Confidentiality. Each party (“Recipient”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may Party agrees not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information (as defined herein) of the Discloser for any purpose outside other Party except to the scope other Party’s benefit and in performance of its obligations under this Agreement, except with and not to disclose such information to third parties (other than, as determined by the Discloser's prior written permissionreceiving Party in good faith, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, agents, advisors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have attorneys with a “need to know” in order and who are subject to carry out obligations that will similarly limit the purpose use and disclosure of this Agreementthe information). Each party Party further agrees to use the same means to protect the confidentiality of the Confidential Information of the other party in the same manner that Party as it protects the confidentiality of uses for its own proprietary and confidential information of like kindinformation, but provided that in no event shall either party exercise a Party use less than reasonable care in protecting such care. “Confidential Information” includes not only proprietary or confidential information that is marked or otherwise identified as such, but also (a) information that should reasonably be expected to be considered confidential or proprietary by the disclosing Party regardless of marking or identification and (b) any and all product information and literature, pricing/rate plans, and information regarding the business operations of a Party. If Confidential Information shall not include any information that: (i) is now or becomes available in the Recipient public domain through no breach of this Agreement; (ii) can be shown through documented evidence to have been in the possession of the receiving Party as of the date of execution hereof or prior to the date of disclosure by the disclosing Party; (iii) can be shown through documented evidence to have been independently learned by the receiving Party from a third party without breach of this Agreement; (iv) can be shown through documented evidence to have been independently developed by the receiving Party; or (v) is compelled required by law or order of a court, administrative agency or other governmental body to disclose be disclosed by the receiving Party. Confidential Information is and shall remain the sole and exclusive property (or, where applicable, valid license) of the Discloser, it shall provide the Discloser with prior notice disclosing Party. The Parties acknowledge that unauthorized disclosure or use of such compelled disclosure (any Confidential Information could cause irreparable harm and significant injury to the disclosing Party, the extent legally permitted) and reasonable assistance, at the other party's costconsequences of which may be difficult to assess. Therefore, if a Party believes its Confidential Information may be, or has been, disclosed contrary to the terms of this Section, that Party shall be entitled to seek specific performance, injunctive and/or other party wishes equitable relief by a court of competent jurisdiction as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any exercise by the non-breaching Party of its right to contest equitable relief or specific performance shall not constitute a waiver by the disclosurenon-breaching Party of any other rights which it may have to monetary damages or other relief. The Notwithstanding the requirements and obligations set forth in Section 3.1 and not of this Section 4 apply Section, Evolve IP shall have the right to Customer Dataissue a press release and/or otherwise publicly disclose that it has entered into an agreement to provide services to Customer.

Confidentiality. Each party (“Recipient”) may, during the course of its provision and use of the Service or provision of Professional Services Subject to Clause 6.3 hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may receiving Party shall: not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). use Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally disclosing Party for any purpose other than the Authorized Purpose; and not disclose any Confidential Information disclosed by the disclosing Party to any third party and shall protect such Confidential Information against any unauthorized disclosure in the same manner and with the same degree of care, but not less than a reasonable degree of care, with which it protects confidential information of its own; and not alter, decompile, disassemble, attempt to decipher or otherwise reverse engineer any software or any part thereof, nor allow others to do so. By way of exception to the provisions of the preceding paragraph, each Party may disclose Confidential Information to those of its Associated Companies and its subcontractors who have a strict need to know in connection with the Authorized Purpose; provided that each such Associated Company and subcontractor shall similarly be bound by and comply with the obligations concerning confidentiality as set out in this Agreement. Any breach by any Associated Company or subcontractor of either Party of such obligation pursuant to this Agreement shall be deemed a breach of that Party. The confidentiality obligations under this Agreement shall not apply to that Confidential Information which: was known and on record with the receiving Party prior to the disclosure by the disclosing Party; is or becomes a part of the public domain without restriction on disclosureviolation of this Agreement; (e) is lawfully obtained by the Recipient lawfully received receiving Party from a third party without that any breach of confidentiality or violation of law by such third party’s breach of agreement or obligation of trust; or (f) are independently is developed by the Recipient as shown receiving Party independent of any disclosure by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of disclosing Party under this Agreement, except save that the foregoing shall not prevent the receiving Party from complying with the Discloser's prior written permission, an order of an competent court or (ii) disclose administrative authority in a judicial or make the Discloser’s Confidential Information available administrative action; provided that such receiving Party shall use commercially reasonable efforts to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect maintain the confidentiality of the Confidential Information of the other party (e.g. by asserting in the same manner that it protects the confidentiality of its own proprietary such action any applicable privileges), and confidential information of like kindshall, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior immediately after gaining knowledge or receiving notice of such compelled disclosure (action, notify the disclosing Party thereof and give such disclosing Party the opportunity to seek any legal remedies so as to maintain the confidentiality thereof. Notwithstanding the foregoing provisions in this Article 6: Company may disclose Test Results to the extent legally permittedmanufacturer(s) of the Blu-ray Disc Product(s) or AVCREC Product(s) that is/are the subject of the test and, after such disclosure to such manufacturer, may disclose (i) such Test Results to the License Officer of the BDA or to the Enforcement Officer of the BDA or (ii) Amended Test Results (being Test Result excluding any identity name of the manufacturer and any model number of the Blu-ray Disc Product or AVCREC Product(s) from which such Test Results are derived) simultaneously to the Secretary of the BDA and to the BD compliance and BD/AVCREC Test Tools related Task Forces or Committees in which Company participates and which reasonably require such information; provided, however, that Company shall designate such Test Results and Amended Test Results as confidential. Company may disclose Test Results regarding BD-ROM Commercial Audiovisual Content to the Content Participant (or other company or individual) who commissioned the production of such BD-ROM Commercial Audiovisual Content and to the entity that created the BD-ROM Authoring Tools used for authoring such BD-ROM Commercial Audiovisual Content and, after such disclosure to such Content Participant (or such other company or individual) and reasonable assistanceBD-ROM Authoring Tools vendors, at may disclose (i) such Test Results to the other party's costLicense Officer of the BDA or to the Enforcement Officer of the BDA or (ii) Amended Test Results regarding such BD-ROM Commercial Audiovisual Content (being Test Results excluding any identity name of such Content Participant and any manufacturer whom such Content Participant commissioned to manufacture such BD-ROM Commercial Audiovisual Content) simultaneously to the Secretary of the BDA and to the BD compliance and BD/AVCREC Test Tools related Task Forces or Committees in which Company participates and which reasonably require such information; provided, if however, that Company shall designate such Test Results and Amended Test Results as confidential. For the other party wishes avoidance of doubt, Company shall bear the burden of proof of the fact that the above mentioned company or individual which is neither the Content Participant, the License Officer of the BDA nor the Enforcement Officer of the BDA is entitled to contest receive Test Results pursuant to this Article6.3 (b). ALL CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS, QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR OTHERWISE. THE DISCLOSING PARTY SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES AS MAY RESULT FROM THE USE OF CONFIDENTIAL INFORMATION BY THE RECEIVING PARTY. Disclaimer and limitation of liability. BD/AVCREC TEST TOOL LICENSED HEREUNDER AND MEDIA STORING THE DATA OF BD/AVCREC TEST TOOL DELIVERED HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS, QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR OTHERWISE. PANASONIC’S TOTAL AGGREGATE LIABILITY TO COMPANY UNDER THIS AGREEMENT FOR ALL DAMAGES, CLAIMS, LOSSES, OR COSTS FROM ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION OR ACTIONS, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE FEES OR AMOUNTS ACTUALLY RECEIVED BY PANASONIC FROM COMPANY FOR EACH BD/AVCREC TEST TOOL OR MEDIA STORING THE DATA OF BD/AVCREC TEST TOOL DELIVERED HEREUNDER WHICH GAVE RISE TO SUCH DAMAGES, CLAIMS, LOSSES OR COSTS BY COMPANY. IN NO EVENT SHALL PANASONIC, INCLUDING, BUT NOT LIMITED TO, ITS ASSOCIATED COMPANY AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS, BE LIABLE TO COMPANY AND ITS ASSOCIATED COMPANIES, EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS OF COMPANY AND ITS ASSOCIATED COMPANIES (COLLECTIVELY “COMPANY AFFECTED PARTIES”), FOR ANY STATUTORY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR IN CONNECTION WITH CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR LOSS OF USE, FOR LOSS OF DATA, OR FOR ANY OTHER MONETARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE BD/AVCREC TEST TOOL OR THE MEDIA STORING THE DATA OF BD/AVCREC TEST TOOL OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, EVEN IF PANASONIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS, LOSSES AND COSTS. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS, THE MATERIAL AND ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. Representations and Warranties. Company hereby represents and warrants that it: is licensed under an Information Agreement and/or a Format and Logo License Agreement and/or a Content Participant Agreement, is a General Member or a Contributor Member of the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply BDA, or is explicitly authorized by the BDA to Customer Dataobtain BD/AVCREC Test Tools.

Confidentiality. Each party 7.1 From time to time during the term of this Agreement, either Party (as the “RecipientDisclosing Party”) maymay disclose or make available to the other Party (as the “Receiving Party”), during the course of its provision and use of the Service or provision of Professional Services hereundernon-public, receive, have access toproprietary, and acquire knowledge from discussions with confidential information of Disclosing Party that, by its very nature, constitutes information of a type that any reasonable business person would conclude was intended by the other party (‘Discloser”) which may not Disclosing Party to be accessible treated as proprietary, confidential, or known to the general publicprivate, regardless of whether such information was marked or identified as technical and business information concerning hardwareproprietary, softwareconfidential, designsor private, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). ; provided, however, that Confidential Information shall does not include, and shall cease to include, as applicable, include any information or materials that that: (a) were is or becomes generally known available to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of Receiving Party’s breach of this Section 7; (b) is or becomes available to the act or omission of the RecipientReceiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) were rightfully known to the Recipient was in Receiving Party’s possession prior to its receipt thereof from the DiscloserDisclosing Party’s disclosure hereunder; or (d) are was or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are is independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. Receiving Party without using any Confidential Information. 7.2 The Recipient shall notReceiving Party shall: (ix) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, protect and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect safeguard the confidentiality of the Disclosing Party’s Confidential Information of the other party in with at least the same manner that it protects degree of care as the confidentiality of Receiving Party would protect its own proprietary and confidential information of like kindConfidential Information, but in no event shall either party exercise with less than a commercially reasonable care in protecting degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information. If Information to any person or entity, except to the Recipient is compelled by law Receiving Party’s Group (as defined below) who need to disclose know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. For purposes of this Section 7 only, Receiving Party’s Group shall mean the Receiving Party, the Receiving Party’s Affiliates (as defined below) and their employees, officers, directors, members, managers, partners, agents, independent contractors, service providers, subcontractors, attorneys, accountants, and financial advisors. “Affiliate” of a Party means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For purposes of this Agreement, (a) the term “Affiliate” means, with respect to any Person (as defined below), any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person; (b) the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the Discloserpower to direct or cause the direction of the management and policies of a Person, it shall provide whether through the Discloser with prior notice ownership of such compelled disclosure voting securities, by contract or otherwise; and (to c) the extent legally permitted) and reasonable assistanceterm “Person” means an individual, at the corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Dataentity.

Confidentiality. Each a) Any proprietary or non-public information supplied by either party (“Recipient”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with to the other party (‘Discloser”whether set forth in writing, on any database or in any other medium) which may including, but not be accessible or known to limited to, the general publicexistence of, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results terms and other security information; defect and support information and metrics; and first and third party audit reports and attestations conditions of this Agreement (the “Confidential Information”), is and shall remain the confidential, proprietary, trade secret information of the disclosing party. The receiving party of any Confidential Information shall not includedisclose any such Confidential Information to any third person or entity without the prior written consent of the disclosing party in every instance, and shall cease not use any such Confidential Information, nor permit any such Confidential Information to includebe used for any reason other than to perform the services contemplated hereunder; provided, however, that either party and its respective successors and assigns may (i) disclose any Confidential Information to the extent compelled by law, regulation, rule, subpoena, or other process of law, provided that the receiving party shall give the disclosing party prompt notice of any such requirement and shall cooperate with any attempt by the disclosing party to obtain a protective order, and (ii) disclose any Confidential Information as applicablemay be necessary and appropriate to its employees, information or materials auditors and professional advisors on a need-to-know basis, provided that they agree to observe the confidentiality and non-use provisions of this paragraph. The obligations of confidentiality and non-use under this paragraph shall not apply to any of the Confidential Information as to which the recipient of the Confidential Information can reasonably establish that it: (a) were generally was known to the receiving party at the time the Confidential Information was disclosed or made available to the receiving party; (b) was known to the public on at the Effective Datetime the Confidential Information was disclosed or made available to the receiving party; (bc) become generally became known to the public after the Effective Date, other than as a result of date the act Confidential Information was disclosed or omission of the Recipient; (c) were rightfully known made available to the Recipient prior to its receipt thereof from receiving party through no fault or breach of this paragraph by the Discloserreceiving party; (d) are was given or were disclosed made available to the receiving party by a third party who had a lawful right to disclose the Discloser generally without restriction on disclosureConfidential Information to the recipient party; or, (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are was independently developed by the Recipient as shown by documents and other competent evidence in receiving party without reference to the Recipient’s possessionConfidential Information. The Recipient shall not: (i) use obligations of the receiving party under this Paragraph as to any particular Confidential Information of will survive the Discloser for any purpose outside the scope termination or expiration of this Agreement, except with Agreement and the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each paragraph shall survive the cancellation, termination or expiration of this Agreement for a period of two (2) years. b) The receiving party agrees that, due to protect the confidentiality unique nature of the Confidential Information of the other party in disclosing party, the same manner that it protects the confidentiality unauthorized disclosure or use of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (may cause irreparable harm and significant injury to the disclosing party, the extent legally permitted) of which will be difficult to ascertain and reasonable assistancefor which there may be no adequate remedy at law. Accordingly, at the parties agree that the disclosing party, in addition to any other party's costavailable remedies, if shall have the right to seek and obtain an immediate injunction and other party wishes to contest equitable relief enjoining any breach or threatened breach of this Agreement, without the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Datanecessity of posting any bond or other security.

Confidentiality. Each party (“Recipient”) may, during the course Party and each of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information Affiliates shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality hold all of the Confidential Information of the other party Party in the same manner that it protects the confidentiality strictest confidence, refrain from using any of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information, and deliver promptly to the disclosing party or destroy, at the request and option of disclosing party, all tangible embodiments (and all copies) of such Confidential Information which are in the possession of the receiving party or any of its Affiliates; provided, however, that the receiving party, its Affiliates and Representatives may retain archival copies for tax, accounting, legal, regulatory, compliance or similar purposes. If the Recipient receiving party or any of its Affiliates is compelled ever requested or required by law a Governmental Authority (by oral question or request for information or documents in any Action) to disclose any Confidential Information of the Discloserdisclosing party, it shall provide then the Discloser with prior notice of such compelled disclosure (receiving party shall, to the extent legally permittedreasonably practicable, notify the disclosing party promptly of the request or requirement so that the disclosing party may seek an appropriate protective order or waive compliance with this Section 10.1. If, in the absence of a protective order or the receipt of a waiver hereunder, such Person is compelled to disclose any Confidential Information of the disclosing party to any Governmental Authority, then such Person may disclose such Confidential Information (and only such portion of the Confidential Information as is required to be disclosed) and to the Governmental Authority; provided, however, that such Person will use its commercially reasonable assistanceefforts to obtain, at the request and expense of the disclosing party, an order or other party's cost, if assurance (as disclosing party may designate) that confidential treatment will be given to such portion of the other party wishes Confidential Information required to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Databe disclosed.

Confidentiality. Each party (“Recipient”) mayshall keep secret and hold in --------------- confidence for a period of one and one-half years following the date hereof, during the course of its provision any and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with all information relating to the other party that is proprietary to such other party, including without limitation proprietary information, contacts, marketing information, technical information, product or service concepts, subscriber information, rates, financial information, ideas, concepts and research and development (‘Discloser”) which may not be accessible or known to the general publiccollectively, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“"Confidential Information”"). Confidential Information shall does not include, and shall cease to include, as applicable, include any item of information or materials that (ai) were generally is publicly known to at the public on the Effective Date; time of its disclosure, (bii) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient is lawfully received from a third party without that third party’s breach of agreement not known by a party hereto to be bound in a confidential relationship with the other party hereto, (iii) is published or obligation of trust; or (f) are independently developed otherwise made known to the public by any source other than a party bound by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permissionprovisions hereof, or (iiiv) disclose or make the Discloser’s was generated independently. Buyer and Seller agree that Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” received from the other shall be used solely in order to carry out connection with the purpose of transactions contemplated by this Agreement. Each party Buyer and Seller each agrees to protect the confidentiality that it shall treat confidentially and not directly or indirectly divulge, reveal, report, publish, transfer or disclose, for any purposes whatsoever, all or any portion of the Confidential Information disclosed to it by the other, other than (x) information that is required to be disclosed by applicable law or judicial order, (y) disclosures made by any party to its directors, officers, employees, attorneys, accountants, members, lenders and accredited potential investors (excluding any potential investors that are competitors of the System) and other agents that need the information in connection with the evaluation and consummation of the transactions contemplated herein, or (z) disclosures made by any party as shall be reasonably necessary in connection with obtaining the Consents; provided, however, in connection with disclosure of Confidential Information under (x) and (z) hereof, the disclosing party shall give the other party hereto timely prior notice of the anticipated disclosure and the parties shall cooperate in designing reasonable procedural and other safeguards to preserve, to the same manner that it protects maximum extent possible, the confidentiality of its own proprietary such material; and confidential information provided, further, in connection with disclosure of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information under (y) hereof, that Seller and Buyer, as the case may be, shall be fully liable for any breach of the Discloser, it shall provide the Discloser with prior notice of this provision by any such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Datapersons.

Confidentiality. Each party (“Recipient”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known Each Party agrees that Confidential Information furnished and to the public on the Effective Date; (b) become generally known be furnished to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents it has been and other competent evidence may in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except future be made available in connection with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of transactions contemplated by this Agreement. Each party Party agrees that it shall use, and that it shall cause any Person to protect the confidentiality of whom Confidential Information is disclosed pursuant to clause (i) below to use, the Confidential Information only in connection with its investment in the Company and not for any other purpose. Each Party acknowledges and agrees that it shall not disclose any Confidential Information to any Person, except that Confidential Information may be disclosed (i) to such Party and its Affiliates and their respective Representatives on a need-to-know basis in the normal course of the other party in performance of their duties; provided that such Persons are advised of the same manner that confidential nature of such information and are under appropriate nondisclosure obligations similar to and not inconsistent with those set forth herein; (ii) to the extent required by any Applicable Law (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which a Party is subject; provided that, to the extent reasonably and legally possible, such Party agrees to give the Party from whom it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose received Confidential Information of the Discloser, it shall provide the Discloser with prior prompt notice of such compelled requests so that the other Party may seek an appropriate protective order or other relief (and such Party shall cooperate with such efforts by the other Party, and shall in any event make only the minimum disclosure required by such Applicable Law)); or (iii) to any Governmental Authority to which any Party or any of its Affiliates is subject; provided that such authority is advised of the confidential nature of such information. Nothing contained herein shall prevent the use (subject, to the extent legally permittedpossible, to a protective order) and reasonable assistance, at of Confidential Information in connection with the other party's cost, if assertion or defense of any claim by or against the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer DataCompany or any Shareholder.

Confidentiality. Each party (a “RecipientReceiving Party”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with understands that the other party (‘Discloserthe “Disclosing Party”) which may not be accessible or known to disclose information of a confidential nature including, without limitation, the general publicSoftware, such as technical and business information concerning hardwareproduct information, data, pricing, financial information, end user information, software, designs, specifications, techniquesresearch and development and proprietary algorithms or other materials that is (a) clearly and conspicuously marked as “confidential” or with a similar designation or (b) is disclosed in a manner in which the Disclosing Party reasonably communicated, processesor the Receiving Party should reasonably have understood under the circumstances, proceduresthat the disclosure should be treated as confidential, research, development, projects, products whether or services, business plans not the specific designation “confidential” or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations any similar designation is used (“Confidential Information”). The terms and conditions of this Agreement also constitute Confidential Information shall of each party. The Receiving Party agrees, for itself and its agents and employees, that it will not includepublish, and shall cease to include, as applicable, information disclose or materials that otherwise divulge or use for its own purposes (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (cexpressly permitted under this Agreement) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside Disclosing Party furnished to it by such Disclosing Party without the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make approval of the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” Disclosing Party in order to carry out the purpose of this Agreementeach instance. Each party agrees will use at least the same level of care to protect the confidentiality of maintain the Confidential Information of the other party in the same manner that as it protects uses to maintain the confidentiality of its own proprietary non-public information, and confidential information of like kind, but in no event shall either party exercise less than a reasonable care degree of care. The foregoing obligations shall not extend to any information to the extent that the Receiving Party can demonstrate that such information (i) was at the time of disclosure or, to the extent that such information thereafter becomes through no fault of the Receiving Party, public knowledge; (ii) was already properly and lawfully in protecting such the Receiving Party’s possession at the time it was received by the Receiving Party free from any obligation of confidentiality, (iii) was lawfully received by the Receiving Party from a third party who was under no obligation of confidentiality to the Disclosing Party with respect thereto, or (iv) was independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party’s Confidential Information. If In the Recipient event that the Receiving Party is compelled by law required to disclose Confidential Information of in accordance with judicial or governmental order or requirement, the Discloser, it Receiving Party shall provide promptly notify the Discloser with prior notice of Disclosing Party in order to allow such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Dataorder or requirement or seek confidential treatment for such information.

Confidentiality. Each party (“Recipient”) mayExcept to the extent expressly authorized by this Agreement or otherwise agreed in writing, during the course Term and for [***] years thereafter, the Parties agree that the receiving Party will keep confidential and will not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement (a) the terms of this Agreement or (b) any information and materials furnished to it by or on behalf of the other Party or any of its provision and use of the Service Affiliates or provision of Professional Services hereundergenerated pursuant to this Agreement (collectively, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, of a Party or any of its Affiliates will include all information and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without such Party or any of its Affiliates or their respective designees that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information is marked as “Confidential,” “Proprietary” or with similar designation at the time of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, disclosure or (ii) disclose or make the Discloser’s by its nature can reasonably be expected to be considered Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out by the purpose recipient. The terms of this AgreementAgreement will be deemed to be the Confidential Information of both Parties. Each party agrees to protect the confidentiality of The receiving Party will keep the Confidential Information of the other party in Disclosing Party confidential using at least the same manner that it protects degree of care with which the confidentiality of receiving Party holds its own proprietary and confidential information of like kind, (but in no event shall either party exercise less than a reasonable care in protecting degree of care). For any Confidential Information that constitutes trade secrets of either Party, the foregoing non-disclosure obligations will continue for as long as such Confidential InformationInformation remains trade secrets. If Neither Party may attempt to reverse engineer or perform reverse engineering on any trade secret or technology of the Recipient other Party licensed hereunder for any purpose other than to perform activities under this Agreement. Neither Party may remove any label setting forth that such information is compelled by law to disclose Confidential Information of or alter such label. Both Parties agree to mark all Licensed Products with the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (appropriate patent numbers to the extent legally permitted) and reasonable assistance, at the applicable Party does so for its other party's cost, if products on a country-by-country basis or as required by the other party wishes to contest the disclosure. The obligations set forth Applicable Law of a country in Section 3.1 and not this Section 4 apply to Customer Datawhich a Licensed Product is sold.

Confidentiality. Each Confidential Information" shall mean all confidential or proprietary information disclosed orally or in writing by one party (“Recipient”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with to the other party (‘Discloser”) which may not be accessible that is identified as confidential or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”)whose confidential nature is reasonably apparent. Confidential Information shall not include, and shall cease to include, as applicable, include information or materials that which: (a) were generally known to is or becomes a part of the public on domain through no fault of the Effective Datereceiving party; (b) become generally known was in the receiving party’s lawful possession prior to the public after the Effective Date, other than as a result of the act or omission of the Recipientdisclosure; (c) were rightfully known is lawfully disclosed to the Recipient prior to its receipt thereof from the Discloserreceiving party by a third party without restriction on disclosure or any breach of confidence; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are is independently developed by the Recipient as shown by documents and receiving party without use of or reference to the other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any party's Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, Information; or (iie) disclose or make the Discloser’s Confidential Information available is required to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreementbe disclosed by law. Each party agrees to protect hold the other’s Confidential Information in confidence, and not to use or disclose such Confidential Information other than in connection with performance of obligations hereunder. MKP acknowledges that any data provided to MKP by CUSTOMER constitutes CUSTOMER's valuable property information and trade secrets. MKP will not sell, rent or lease CUSTOMER's data to third parties. Neither party shall use the other party’s Confidential Information except as necessary to exercise its rights or perform its obligations under this AGREEMENT or any STATEMENT OF WORK. Except as otherwise expressly permitted by this Agreement, each party shall not disclose the other party’s Confidential Information to any third party except to those of its employees and contractors that need to know such Confidential Information for the purposes of this AGREEMENT or any STATEMENT OF WORK, provided that each such employee and contractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of the all Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kindpossession or control, but in no event shall either party exercise less than reasonable care in protecting such Confidential Informationthe efforts that party ordinarily uses with respect to its own proprietary information of similar nature and importance. If Each party shall have the Recipient is compelled by law right to disclose Confidential Information obtain an injunction (without having to post a bond) to prevent any breach or continued breach of the Discloser, it shall provide the Discloser with prior notice this section. Each receiving party agrees to promptly report any breaches of such compelled disclosure (this section to the extent legally permitted) and reasonable assistance, at the other disclosing party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Data.

Confidentiality. Each party (“Recipient”a) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall mean any proprietary information disclosed by either Party to the other Party, in connection with this Agreement, or any data relating to, or generated in the Program (the Confidential Information). For the avoidance of doubt, any information related to the source of any biological samples provided by IAVI to Theraclone shall be considered Confidential Information of IAVI. The receiving Party agrees not includeto disclose the Confidential Information to its employees, directors or other advisors or representatives, except on a need to know basis to persons subject to confidentiality obligations (or with the consent of the disclosing Party), not to use the Confidential Information except for purposes contemplated by this Agreement and shall cease to include, as applicable, information or materials that use its reasonable commercial efforts to prevent its disclosure to third parties. (ab) were These obligations of nondisclosure and nonuse do not apply to any Confidential Information which the receiving Party can demonstrate by reliable written evidence: (i) was generally known available to the public on at the Effective Date; (b) become generally known time of disclosure to the public after receiving Party; (ii) was already in the Effective Datepossession of the receiving Party at the time of the disclosure, other than as pursuant to a result of confidential disclosure agreement between the Parties, and not due to any unauthorized act or omission of by the Recipient; receiving Party; (ciii) were rightfully becomes lawfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed it by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received disclosure from a third party who is legally entitled to so disclose without that being made subject to an obligation of confidence by a third party’s breach of agreement or obligation of trust; or ; (fiv) are was independently developed by an agent or employee of that receiving Party who at no time had any knowledge of or access to that Confidential Information; (v) the Recipient as shown receiving Party is required by documents law to disclose; or (vi) is necessary for IAVI, its agents or its donors for the purpose of auditing this Agreement. (c) Each Party acknowledges that the other Party would not have any adequate remedy at law for the breach by it of any one or more of its obligations contained in this Section 12 and other competent evidence agrees that, notwithstanding Section 15 (Dispute Resolution) below, in the Recipient’s possession. The Recipient shall not: event of any such actual or potential breach, the non-breaching Party may, in addition to the other remedies which may be available to it, file a suit in equity, to enforce such obligations by appropriate injunctive relief. (id) use any Confidential Information of the Discloser for any purpose outside the scope Upon termination or expiration of this Agreement, except with each Party will, at the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality request of the other Party, either promptly return all Confidential Information of the other party Party, and any copies thereof, in its possession or control, or certify in writing that all tangible Confidential Information has been destroyed. Notwithstanding the same manner that it protects foregoing, each Party may retain, solely for the confidentiality purpose of determining the scope of its own proprietary and confidential information obligations under this Agreement, one (1) copy of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Data.

Confidentiality. Each party (“Recipient”) may, during 2.1 Either Party shall use Information received from the course of its provision and use disclosing Party solely for the purpose of the Service intended cooperation and shall keep it confidential, i. e. shall not disclose it to third parties, directly or provision indirectly, orally or in writing or in any other way, shall not disassemble, decompile or translate software received here- under into any other kind of Professional Services code, and shall not open or disassemble samples re- ceived hereunder, receiveexcept when expressly authorized in writing by the Party from which such Information has been obtained. The Party providing the Information re- tains all rights (including copyright and the right to apply for industrial property rights, have access tosuch as patents, and acquire knowledge from discussions with utility models, mask work protection etc.). 2.2 Either Party shall use the other party (‘Discloser”) same degree of care as used in its own comparable af- fairs to keep confidential all Information received hereunder. The obligation to keep confidential shall not or no longer apply to Information for which may not be accessible evidence has been furnished that it - was publicly known at the time of disclosure or, through no wrongful act of the receiving Party, became publicly known thereafter, or - had already been known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient receiving Party prior to its receipt thereof from the Discloser; (d) are such disclosure or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient was after such disclosure lawfully received obtained from a third party without that third party’s breach of agreement any obligation to keep confidential, or obligation of trust; - has been or (f) are independently is being developed by the Recipient receiving Party independent of any such Information disclosed by the other Party. - required to be disclosed pursuant to court order or order of other compe- tent authority, in which case the Party ordered to disclose shall inform the other Party as shown by documents soon as possible and other competent evidence in consult with them as to the Recipient’s possessionman- ner and extent of disclosure. 2.3 Either Party shall - upon request of the disclosing Party - return to the disclosing Party without delay all written or otherwise recorded Information (including cop- ies, if any) and samples obtained from such Party. The Recipient shall not: return may be requested not later than three (i3) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose months after expiration of this Agreement. Each party agrees The obligation to return copies of Information shall not apply to copies the receiving Party retains for the purpose of evidencing the content and course of the discussions. 2.4 For personal data, each Party shall comply with the regulations of privacy legisla- tion and shall take required technical and organizational measures to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kindsuch data, for example, but not limited to, against unauthorized access, unauthorized modification or passing on, in no event shall either party exercise less than reasonable care particular in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information case of the Discloser, it shall provide the Discloser with prior notice transmission of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth data in Section 3.1 and not this Section 4 apply to Customer Dataa network.

Confidentiality. Each party During the Term of the Agreement and for a period of five years thereafter, each receiving Party (each, a “Recipient”) mayshall hold in strict confidence any proprietary or confidential information (collectively, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”)) of the other Party (the “Discloser”) with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a reasonable degree of care, and shall not disclose Discloser’s Confidential Information to any third party nor use the Discloser’s Confidential Information for any purpose except for purposes expressly provided for in the Agreement; provided however, Discloser may disclose Recipient’s Confidential Information when compelled to do so by law if it provides reasonable prior notice to Discloser. Confidential Information shall does not include, and shall cease include information disclosed by one Party to include, as applicable, information or materials the other that (ai) were generally is or becomes publicly known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the any act or omission of by the Recipient; , (cii) were is lawfully received by the Recipient from a third party not in a confidential relationship with the Discloser, (iii) was already rightfully known to by the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; , or (fiv) are was or is independently developed by the Recipient as shown by documents and other competent evidence without reference to or use of, in the Recipient’s possession. The Recipient shall not: (i) use whole or in part, any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any partyInformation. Notwithstanding the foregoing, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those each Party’s confidentiality obligations set forth herein and have shall survive with respect to the other Party’s Confidential Information that is a “need trade secret for so long as such Confidential Information continues to know” in order to carry out the purpose of this Agreementbe a trade secret under applicable law. Each party Party agrees that (i) a breach or threatened breach by such Party of any of its obligations under this Section 7 would give rise to protect the confidentiality of the Confidential Information of irreparable harm to the other party Party for which monetary damages would not be an adequate remedy, and (ii) in the same manner that it protects the confidentiality event of its own proprietary and confidential information of like kinda breach or a threatened breach by such Party, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's costParty shall be entitled to seek a temporary restraining order, if the an injunction, specific performance, and any other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Dataequitable relief that may be available from a court of competent jurisdiction.

Confidentiality. Each party (“Recipient”) may24.14.1 All information including, during the course of its provision without limitation, all oral and use of the Service or provision of Professional Services hereunderwritten information, receive, have access to, and acquire knowledge from discussions with disclosed by a Party to the other party (‘Discloser”) which may not Party is deemed to be accessible or known confidential, restricted and proprietary to the general public, such disclosing Party (hereinafter referred to as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Proprietary Information”); provided, that in order for Vendor to invoke the provisions of this Section 24.14 with respect to information disclosed by Vendor to Reliance, the Vendor shall, (i) identify any and all written Proprietary Information by placing the word “CONFIDENTIAL” conspicuously on such material or otherwise ▇▇▇▇ such material so as to clearly indicate such material is in fact confidential and (ii) identify any and all oral Proprietary Information by reducing such disclosed oral Proprietary Information to a writing that conforms to clause (i) immediately above within seventy-two (72) hours of such disclosure by the Vendor. Confidential Each Party agrees to use the Proprietary Information received from the other Party only for the purpose of the applicable Documents. Except as specified in the Documents, no other rights or licenses to trademarks, inventions, copyrights, patents, or any other intellectual property rights are implied or granted under the Documents or by the conveying of Proprietary Information between the Parties. Proprietary Information supplied is not to be reproduced in any form except as required to accomplish the intent of, and in accordance with the terms of, the Documents. The receiving Party shall provide the same care to avoid disclosure or unauthorized use of Proprietary Information as it provides to protect its own similar proprietary information. All Proprietary Information shall not includebe retained by the receiving Party in a secure place with access limited to only such of the receiving Party’s employees or agents who need to know such information for purposes of the Work and the Documents and to such third parties as the disclosing Party has consented to by prior written approval. All Proprietary Information, including all copies of such information, unless otherwise specified in writing (x) remains the property of the disclosing Party, (y) shall be used by the receiving Party only for the purpose for which it was intended, and (z) shall cease be returned to includethe disclosing Party or destroyed after the receiving Party’s need for it has expired or upon request of the disclosing Party, as applicableand, in any event, upon expiration or termination of the Documents. At the request of the disclosing Party, the receiving Party shall furnish a certificate of an officer of the receiving Party certifying that Proprietary Information not returned to disclosing Party has been destroyed. For the purposes hereof, Proprietary Information does not include information or materials that that: (a) were generally known to is published or otherwise in the public on domain through no fault of the Effective Date; receiving Party at the time such information was received by the receiving Party; (b) become generally known prior to disclosure to the public after receiving Party, is properly within the Effective Date, other than as a result legitimate possession of the act or omission of the Recipient; receiving Party as evidenced by reasonable applicable documentation; (c) were rightfully known subsequent to disclosure to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient receiving Party, is lawfully received from a third party having rights in the information without that restriction of the third party’s breach right to disseminate the information and without notice of agreement or obligation of trust; or any restriction against its further disclosure; (fd) are is independently developed by the Recipient as shown receiving Party, by documents and itself or through parties who have not had, either directly or indirectly, access to or knowledge of such Proprietary Information; (e) is transmitted to the receiving Party after the disclosing Party has received written notice from the receiving Party that it does not desire to receive further Proprietary Information; or (f) is obligated to be produced under order of a court of competent jurisdiction or other competent evidence in similar requirement of a Governmental Entity, provided that the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of Party required to disclose the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of information provides the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser Party with prior notice of such compelled disclosure (order or requirement. 24.14.2 Notwithstanding any provision to the contrary, Reliance may disclose, as necessary or required under Applicable Law, the Vendor’s Proprietary Information to Governmental Entities within the Republic of India, and financial institutions and insurance companies to the extent legally permitted) necessary or desirable for Reliance or any Reliance Affiliate to obtain financing or insurance. Reliance shall request that such Governmental Entities within the Republic of India, and reasonable assistancefinancial institutions and insurance companies shall maintain such information in confidence. Vendor may disclose, at as necessary or required under Applicable Law, Reliance’s Proprietary Information to Governmental Entities within the Republic of India and insurance companies to the extent necessary or desirable for Vendor or any Affiliate of Vendor to obtain insurance. Vendor shall request that such Governmental Entities within the Republic of India and insurance companies shall maintain such information in confidence. 24.14.3 Because damages may be difficult to ascertain, the Parties agree that, without limiting any other party's costrights and remedies specified herein, if an injunction may be sought against the other party wishes Party who has breached or threatened to contest the disclosure. The obligations set forth in Section 3.1 and not breach this Section 4 apply to Customer Data24.14.

Confidentiality. Each party (“Recipient”) mayNo Party shall use any confidential information relating to another Party’s business, during the course of its provision operation, clients, systems and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the technology provided by such other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations Party under this Agreement (“Confidential Information”)) for any purpose other than as permitted or required for the performance of its obligations under this Agreement. Without limiting the generality of the foregoing, the Dealer Manager will not use any Confidential Information provided by the Company or its affiliates pursuant to this Agreement in connection with the performance by the Dealer Manager of services for other parties or for any reasons other than in connection with its providing the services contemplated hereunder. Each Party agrees not to disclose to any person any Confidential Information of any Party hereto without the express written consent of such other Party, except (i) to officers, employees, designees, advisors, service providers or agents of such Party who have a need to know such information in the course of performing their obligations hereunder; provided, that, such officers, employees, designees, advisors, service providers or agents retain the confidentiality of Confidential Information in accordance with this Agreement; (ii) as may be required by applicable laws, regulations, order or request of any court or governmental or regulatory (including self-regulatory) body to whose supervisory authority such Party is subject; and (iii) with respect to the Company, disclosure of investor information that is otherwise required in connection with the placement of the Shares and the management of investor relations of the Company. Each Party agrees to take all reasonable measures (including, without limitation, measures taken by such Party to safeguard its own Confidential Information) to prevent any such disclosure by its employees, designees, advisors, service providers and agents. Confidential Information shall not include, and shall cease to include, as applicable, include information or materials that (aA) were generally was already in the public domain or known to a Party at the public on the Effective Datetime of its disclosure by another Party; (bB) become generally known to the public after the Effective Dateis hereafter publicly disclosed, other than as except information disclosed in violation of this Section 7; or (C) is obtained by a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received Party from a third party without that third party(1) whom such Party to this Agreement does not know to have violated, or to have obtained such information in violation of, any confidentiality obligation (whether contractual, fiduciary or otherwise) owed to another Party with respect to such information, and (2) who does not require such Party to refrain from disclosing such information. Notwithstanding the foregoing, each Party and each Party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents employees, representatives and other competent evidence in agents, may disclose to their advisors (including, without limitation, their attorneys and accountants) or to the Recipient’s possession. The Recipient shall not: (i) use U.S. Internal Revenue Service or other U.S. taxing authority, without limitation of any Confidential Information kind, the U.S. federal and state income and franchise tax treatment and U.S. federal and state income and franchise tax structure of the Discloser for transactions contemplated hereby and all materials of any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, kind (including opinions or (iiother tax analyses) disclose that are provided to such Party relating to such tax treatment or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (tax structure to the extent legally permitted) relevant to understanding the tax treatment and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Datatax structure of such transactions.

Confidentiality. Each party (“Recipient”) mayKU shall treat as confidential the Licensed Assets, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access toTechnology, and acquire knowledge from discussions all other information of Alkermes of which KU becomes aware in connection with the other party this Agreement (‘Discloser”) which may not be accessible or known to the general publiccollectively, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Alkermes Proprietary Information”). Confidential KU shall neither disclose Alkermes Proprietary Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, any third party nor use Alkermes Proprietary Information for any purpose other than as a result set forth in this Agreement. Alkermes shall treat as confidential all information of the act or omission KU of the Recipient; which Alkermes becomes aware in connection with this Agreement (c) were rightfully known collectively, “KU Proprietary Information”). Alkermes shall neither disclose KU Proprietary Information to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a any third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) nor use any Confidential KU Proprietary Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those other than as set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees Nothing contained herein will in any way restrict or impair either party’s (the “Using Party’s”) right to protect the confidentiality of the Confidential use, disclose or otherwise deal with any Proprietary Information of the other party in which: (a) at the same manner that it protects time of disclosure is known to the confidentiality of its own proprietary and confidential information of like kind, but in public or thereafter becomes known to the public by publication or otherwise through no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information fault of the DiscloserUsing Party; (b) the Using Party can establish was in its possession prior to the time of the disclosure and was not obtained directly or indirectly from the other party; (c) is independently made available as a matter of right to the Using Party by a third party who is not thereby in violation of a confidential relationship with the other party; (d) is developed by the Using Party independently of the Proprietary Information received from the other party and the Using Party can establish such development; or (e) is information required to be disclosed by legal or regulatory process; provided, it shall provide in each case the Discloser with prior notice of such compelled Using Party timely informs the other party and uses reasonable efforts to limit the disclosure (and maintain confidentiality to the extent legally permitted) possible and reasonable assistance, at the other party's cost, if permits the other party wishes to intervene and contest or attempt to limit the disclosure. The obligations KU shall obtain no right or license of any kind under the Alkermes Proprietary Information except as set forth in Section 3.1 and not this Section 4 apply to Customer Data.Agreement. Alkermes shall obtain no right or license of any kind under the KU Proprietary Information except as set forth in this Agreement

Confidentiality. Each party (“Recipient”) mayExcept as otherwise provided herein, during the course of its provision OnSite and use of the Service or provision of Professional Services hereunder, receive, have access to, Recency agree that any and acquire knowledge from discussions with the other party (‘Discloser”) which may all information that is not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations otherwise publicly available (“Confidential Information”). Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; unauthorized disclosure, communicated by one party (c“Disclosing Party”) were rightfully known to the Recipient prior to its receipt thereof from other (“Receiving Party”), shall be treated as confidential, proprietary, and trade secret information of Disclosing Party and held in strict confidence by Receiving Party, shall be used only for purposes of this Agreement by Receiving Party, and that no Confidential Information, including without limitation the Discloser; (d) are or were provisions of this Agreement, shall be disclosed by the Discloser generally Receiving Party its affiliates, subsidiaries or contractors (other than OnSite), and each of their respective directors, officers, employees, consultants, agents, or representatives (“Representatives”), without restriction on disclosure; the prior written consent of the Disclosing Party, except as may be necessary by reason of legal, accounting or regulatory requirements beyond the reasonable control of the Receiving Party. The Receiving Party shall safeguard Confidential Information with at least the same degree of care (ewhich shall always be at least a reasonable amount of care) that it uses to safeguard its own confidential, proprietary, and trade secret information. This Section shall not apply to information which is in the Recipient lawfully received public domain, which the Receiving Party had in its possession prior to receiving it from the Disclosing Party, which the Receiving Party obtained from a third party without that third party’s breach of agreement who rightfully acquired such information, or obligation of trust; or (f) are which the Receiving Party independently developed by without reference to the Recipient as shown by documents and other competent evidence in information received from the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential InformationDisclosing Party. If the Recipient Receiving Party must disclose any such confidential information pursuant to applicable law or regulation or by operation of law, the Receiving Party may disclose only such information as, in the opinion of counsel, is compelled legally required, and provided, further, that the Receiving Party shall provide reasonable notice to the Disclosing Party of such requirement and a reasonable opportunity to object to such disclosure. In any event, Receiving Party shall be fully liable for any breach of this Agreement by law its Representatives and agrees, at its sole expense, to disclose Confidential Information take all reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer DataDisclosing Party’s Confidential Information.

Confidentiality. Each party (“Recipient”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). Confidential Information Party shall not includehold, and shall cease cause its respective Affiliates and representatives to includehold, all Confidential Information made available to it in connection with the transactions contemplated by this Agreement in strict confidence, shall not use such information except for the sole purpose of evaluating the transactions contemplated by this Agreement 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 or materials for the sole purpose of evaluating the transactions contemplated by this Agreement (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). The above limitations on use, dissemination and disclosure shall not apply to Confidential Information that (ai) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed is learned by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received disclosing Party from a third party without entitled to disclose it; (ii) becomes known publicly other than through the disclosing Party or any third party who received the same from the disclosing Party, provided that third party’s breach of agreement or the disclosing Party had no Knowledge that the disclosing Party was subject to an obligation of trustconfidentiality; (iii) is required by law or court order to be disclosed by the parties; or (fiv) are independently developed by is disclosed with the Recipient as shown by documents and express prior written consent thereto of the other competent evidence in the Recipient’s possessionParty. The Recipient Parties shall notundertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained. In the event a Party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing Party shall: (i) use any Confidential Information promptly notify the non-disclosing Party and, if having received a court order or subpoena, deliver a copy of the Discloser for any purpose outside same to the scope of this Agreement, except with the Discloser's prior written permission, or non-disclosing Party; (ii) disclose or make cooperate with the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistancenon-disclosing Party, at the other party's costexpense of the non-disclosing Party, if in obtaining a protective or similar order with respect to such information; and (iii) provide only that amount of information as the other party wishes disclosing Party is advised by its counsel is necessary to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Datastrictly comply with such court order or subpoena.

Confidentiality. Each party (“Recipient”a) may, during the course of its provision and use of the Service or provision of Professional Services In connection with Mellon’s appointment hereunder, receive, have access to, and acquire knowledge from discussions with each party shall obtain confidential information related to the other party (‘Discloser”) which may or its stockholders that is not be accessible or known available to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations public (“Confidential Information”). Each party agrees that the Confidential Information shall be held and treated by it, its directors, officers, employees, affiliates, agents and subcontractors (collectively, “Representatives”) in confidence and, except as hereinafter provided, shall not includebe disclosed in any manner whatsoever except as otherwise required by law, regulation, subpoena or governmental authority. Confidential Information shall be used by each party and its Representatives only for the purposes for which provided and shall cease be disclosed by such party only to include, as applicable, those Representatives who have a need to know in order to accomplish the business purpose in connection with which the Confidential Information has been provided. Confidential Information does not include information or materials that (ai) were is now or subsequently becomes generally known available to the public through no fault or breach on the Effective Datepart of the receiving party; (bii) become generally known the receiving party had rightfully in its possession prior to disclosure to it by the public after the Effective Date, other than as a result of the act or omission of the Recipientdisclosing party; (ciii) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are is independently developed by the Recipient receiving party without the use of or reference to any Confidential Information; or (iv) the receiving party rightfully obtains on a non-confidential basis from a source other than the disclosing party who has the right to transfer or disclose it. (b) In connection with the provision of services under this Agreement, Purchaser may direct Mellon to release information, including non-public personal information (“NPPI”), as shown by documents defined in Title V of the Gramm ▇▇▇▇▇ ▇▇▇▇▇▇ Act and the regulations issued thereunder (including but not limited to Regulation P of the Board of Governors of the Federal Reserve) to their agents or other competent evidence in third party service providers, including, without limitation, broker/dealers, custodians and depositories. In addition, Purchaser consents to the Recipient’s possession. The Recipient shall not: release of information, including NPPI, (i) use to any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except Mellon’s Representatives in connection with the Discloser's prior written permission, or services provided hereunder and (ii) disclose as required by law, regulation, subpoena or make governmental authority. Mellon shall not be liable for the Discloser’s Confidential Information available to any party, except those release of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” information in order to carry out accordance with the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Dataforegoing provisions.

Confidentiality. Each As used in this Agreement, the term “Confidential Information” shall mean any and all information of either party in any media, tangible or intangible, that is not generally known or readily ascertainable, including but not limited to: (“Recipient”i) mayany and all technical information, during the course of its provision and use of the Service or provision of Professional Services hereunderknow-how, receiveformulae, have access toprocesses, inventions, and acquire knowledge from discussions with the other party product or service protocols; (‘Discloser”ii) which may not be accessible or known to the general publicany and all business information, such as technical accounting, financial, sales, and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security marketing information; defect (iii) any and support information all employee and metrics; and first and third party audit reports and attestations (“Confidential Information”)client information. Notwithstanding the above, Confidential Information shall not include, and shall cease to include, as applicable, include information or materials that (a) were was generally known or available to the public on at the Effective Datetime of disclosure, or which may later become generally known or available to the public, except where such knowledge or availability is the result of an unauthorized disclosure by either party; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were has been rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed received by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received either party from a third party without that third party’s breach of agreement or obligation of trustconfidential limitations; or (fc) are has been independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use either party or any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available agents having no access to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall party; (d) was available to either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled prior to disclosure by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if as evidenced by the receiving party’s files and records in existence prior to such disclosure. Both parties shall take all steps reasonably necessary to maintain the other party’s Confidential Information in confidence and shall not use, publish, disclose or otherwise make available, directly or indirectly, such Confidential Information to any third party without the prior written consent of the other party. Each party’s obligations with respect to the other party’s Confidential Information also extends to any third party’s proprietary or Confidential Information disclosed in the course of providing services hereunder. Each party acknowledges and agrees that the other party wishes would be irreparably harmed if any Confidential Information were to contest be disclosed to third parties in violation of this Agreement, or if any use were to be made of the disclosure. The obligations set forth Confidential Information other than that specified in Section 3.1 this Agreement, and not further agrees that the other party shall have the right to seek and obtain injunctive relief upon any violation or threatened violation of the terms of this Section 4 apply Agreement, in addition to Customer Dataall other rights and remedies available to the other party at law or in equity.

Confidentiality. Each party Party acknowledges that the provisions of this Agreement constitute confidential or proprietary information of the other Party (“Recipient”collectively hereinafter referred to as "Confidential Information"). All Confidential Information disclosed by a Party (the "Disclosing Party") mayis also protected hereunder as Confidential Information provided that: (1) If in writing or other tangible form, during the course information is conspicuously labeled by the Disclosing Party as proprietary, confidential, company private or some marking similar in nature at the time of delivery; and (2) If oral, the information shall be identified by the Disclosing Party as proprietary and confidential within fifteen (15) business days of its provision and disclosure, by a writing or other tangible form which identifies such oral communication as Confidential Information. The Party who receives Confidential Information (the "Receiving Party") shall not duplicate, use of or disclose to any third party, including but not limited to any independent contractor, consultant, or supplier, any Confidential Information (except as permitted under any applicable license agreement or in the Service Joint Development Agreement). If either Party desires to hire a contractor or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known consultant to perform any services relating to the general publicCable Modems, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products contractor or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”)consultant shall enter into a confidentiality agreement containing terms equivalent to those of this Section. The Receiving Party who receives Confidential Information shall adopt reasonable precautions to protect such Confidential Information and to prevent its dissemination to unauthorized persons or entities. It is expressly acknowledged that Hybrid and Sharp already have entered into a Non-Disclosure Agreement and that the Joint Development Agreement provides for the treatment of confidential information provided by either Hybrid or Sharp pursuant to the development of the Cable Modems. The Receiving Party's obligation under this Section shall not include, and shall cease apply to include, as applicable, any information or materials that which the Receiving Party can demonstrate: (a) were is wholly and independently developed by the Receiving Party without the use of or access to any Confidential Information; or (b) is or has become generally known available to the public on without breach of this Agreement by the Effective DateReceiving Party; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; or (c) were is rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach free of agreement or obligation of trustrestriction, as evidenced by documentation in the Receiving Party's possession; or (f) are independently developed is not treated as confidential by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer DataDisclosing Party.

Confidentiality. Each party (“Recipient”) may, acknowledges that during the course term of this Agreement, each party and its provision and use Representatives (as defined herein) may be exposed to information of the Service a confidential or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) proprietary nature which may not be accessible is either marked as confidential or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations provided under circumstances reasonably indicating it is (“Confidential Information”). Each party agrees to (i) hold such Confidential Information in confidence using the same degree of care normally used to protect its own proprietary and/or confidential information within its own organization, but not less than a reasonable degree of care; (ii) use such Confidential Information only for the purpose of performing under this Agreement and for no other purposes; (iii) restrict disclosure of such Confidential Information solely to its Representatives with a need to know in connection with the performance of this Agreement (and provided that such persons are advised of the obligations assumed herein and are bound by obligations of confidentiality and non-use to protect the disclosing party’s rights and interest hereunder), and (iv) shall not disclose such Confidential Information to any third party that is not a Representative of receiving party, without prior written approval of the disclosing party. “Representative(s)” of a party means that party’s (and such party’s Affiliates’) directors, officers, partners, employees, contractors, consultants, agents, advisors, attorneys, potential financing sources, and potential joint venturers. The forgoing restrictions on the use and/or disclosure of Confidential Information shall not include, and shall cease apply to include, as applicable, information or materials any portion of the Confidential Information: (i) that (a) were generally known is independently developed by the receiving party without any use of and/or access to the public on the Effective Date; (b) become generally known to the public after the Effective Datedisclosing party’s Confidential Information, other than as a result or received free of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s not known by the receiving party to be in breach of agreement any confidentiality obligation owed to the disclosing party with respect to such Confidential Information, (ii) that is publicly known at the time of disclosure or obligation which thereafter becomes publicly known through no wrongful act of trustthe receiving party as of the date such information becomes publicly known, (iii) that at the time of disclosure to the receiving party was known to such party free of restriction; or (fiv) are independently developed by that the Recipient as shown by documents and other competent evidence disclosing party agrees in writing is free of such restrictions. Notwithstanding anything to the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of contrary in this Agreement, except with the Discloser's prior written permission, restrictions on the use or (ii) disclose or make the Discloser’s disclosure of Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose shall expire three (3) years after termination or expiration of this Agreement. Each Notwithstanding the forgoing, the receiving party agrees to protect the confidentiality of the may disclose Confidential Information as required by law. If the receiving party is required by law or by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to disclose any Confidential Information, to the extent permitted by applicable law such party will provide the disclosing party with prompt, prior written notice of such request or requirement so that the other disclosing party may seek an appropriate protective order and/or the receiving party’s compliance with the provisions of this Agreement. In no event shall this Agreement be construed to prohibit and Grass Valley shall be entitled to use or develop for any purpose, including without limitation, use in the same manner that it protects the confidentiality development, manufacture, promotion, sale and maintenance of its own proprietary or its customers’ products and confidential services any information which may be retained as general, non-party specific, know-how, ideas, processes or expertise in the unaided memories of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Dataits personnel.

Confidentiality. 7.1 Each party (“Recipient”) may, during the course of its provision and use of the Service or provision of Professional Services hereunder, receive, have access to, and acquire knowledge from discussions with shall keep confidential any information disclosed to it by the other party (‘Discloser”) which may not be accessible in connection with this Agreement, whether directly or known to the general public, such as technical indirectly and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations by any means (“Confidential Information”). This includes all information so disclosed comprising or relating to the Outputs, Deliverables, Subscriber Data, the business affairs, operations and processes of either party or those of its clients or customers and any information that is marked as being confidential or which, from its nature, content or the circumstances in which it is provided, might reasonably be supposed to be confidential. Neither party shall disclose the other’s Confidential Information shall not include, and shall cease to include, as applicable, information or materials that anyone else except to: (a) were generally known the recipient of Confidential Information’s employees who need such Confidential Information in order to enable the public on the Effective Date; party concerned to carry out any of its obligations under this Agreement or who are expressly permitted to have access to such Confidential Information hereunder; (b) become generally known to the public after the Effective Date, other than as a result recipient of the act Confidential Information’s auditors or omission of the Recipientlawyers; or (c) were rightfully known to any temporary staff, contractors or consultants working for the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach recipient of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession. The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, except with the Discloser's prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” : provided that disclosure of the Confidential Information is necessary in order to enable the person to whom it is disclosed to carry out the purpose of work concerned; or otherwise in accordance with this Agreement. Each party agrees shall be responsible for ensuring that any person to protect whom Confidential Information is disclosed by them complies with obligations of confidentiality substantially similar to those in this Clause 7.1. 7.2 The obligations of confidentiality set out in Clause 7.1 do not apply to any information that is: (a) generally available to the confidentiality public, unless this availability results from a breach of this Agreement; (b) already in the possession of the Confidential Information party receiving the information or which it obtains or originates independently in circumstances in which that party is free to disclose it to others; (c) available to any counterparty or payment agent permissioned via the Services by Subscriber to access, view, or download information provided by Subscriber; (d) made available to any third party vendor under confidentiality agreements for the purpose of improving or disseminating the other party in the same manner Services; (e) trivial or obvious; or (f) required to be disclosed by any court, tribunal or regulatory authority that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled entitled by law to disclose order its disclosure, save that in such instance the party whose Confidential Information of the Discloseris so required shall, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) permissible by law, be afforded the opportunity to make representations to such body in relation to such disclosure for the purpose of minimising the extent and reasonable assistance, at the other party's cost, if the other party wishes to contest the effect of such disclosure. The obligations set forth in Section 3.1 and not this Section 4 apply to Customer Data.