Common use of Non-Disclosure Obligation Clause in Contracts

Non-Disclosure Obligation. Each party agrees not to use any Confidential Information of the Disclosing Party for any purpose except to evaluate and engage in discussions concerning the Purpose and to execute the Purpose between the parties. Unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party agrees (a) not to disclose, or permit its Affiliates to disclose, other than for purposes associated with the pursuit of the VDA Program, Confidential Information, or the existence of this Agreement and/or the discussions relating to the VDA Program; (b) to use the same degree of care and diligence to protect Confidential Information from disclosure to others as the Receiving Party employs or should reasonably employ to so protect its own information of like confidence (but in no event less than reasonable care); (c) not to use, reproduce, or copy the Confidential Information, in whole or in part except as necessary for the evaluation or conduct of the VDA Program; and (d) to immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to such of the State, the Receiving Party's Affiliates or the employees, consultants, legal and tax advisers, and agents of the Receiving Party or its Affiliates (each a “Receiving Party Representative”), which the Receiving Party reasonably and in good faith believes are needed to be involved in the evaluation or performance of the VDA Program, provided such Receiving Party Representative is informed of this Agreement and agrees to be bound by the terms hereof, and the Receiving Party uses reasonable efforts to cause the Receiving Party Representative to comply with the terms of this Agreement. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it under this Agreement. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement by the Receiving Party. In the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such requirement to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect the confidentiality of such Confidential Information, and in the event such protection is not obtained, the Receiving Party agrees that it will disclose only that portion of the Confidential Information that it is legally required to disclose. The Parties’ obligation of confidentiality shall survive the termination of the VDA Program, the termination of this Agreement, and/or the expiration or termination of Agent’s engagement by the State.

Non-Disclosure Obligation. Each party agrees Except as required by court order, subpoena, or Applicable Law, the Parties will hold in confidence, and will use only for the purposes of completing, maintaining, repairing, modifying, and operating the Project (but not for expansion and all related activities), performing their respective obligations under this Agreement, and obtaining financing for the development of the Project, any and all Confidential Information disclosed to use each other. Neither Party shall otherwise disclose to third parties any Confidential Information without the express written consent of the Disclosing Party for other Party, which consent shall not be unreasonably withheld. The Parties shall at all times use their respective reasonable efforts to keep all Confidential Information and information regarding the terms and conditions of this Agreement confidential, except that Owner is authorized to publicly file this Agreement as necessary in connection with seeking or selling or registering securities (after obtaining the written consent of Design-Builder, which must not be unreasonably withheld or delayed). However, the Parties may disclose Confidential Information to their respective lenders, lenders’ agents, advisors and/or consultants only as reasonably necessary in connection with the financing of the Plant or to enable them to advise the Parties with regard to the Contract Documents and the Project, provided that prior to such disclosure any purpose except party to evaluate and engage in discussions concerning the Purpose and to execute the Purpose between the parties. Unless otherwise agreed to in writing whom Confidential Information is disclosed is informed by the Disclosing Party, the Receiving disclosing Party agrees (a) not to disclose, or permit its Affiliates to disclose, other than for purposes associated with the pursuit of the VDA Program, Confidential Information, or the existence of this Agreement and/or the discussions relating to the VDA Program; (b) to use the same degree of care and diligence to protect Confidential Information from disclosure to others as the Receiving Party employs or should reasonably employ to so protect its own information of like confidence (but in no event less than reasonable care); (c) not to use, reproduce, or copy the Confidential Information, in whole or in part except as necessary for the evaluation or conduct of the VDA Program; and (d) to immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to such of the State, the Receiving Party's Affiliates or the employees, consultants, legal and tax advisers, and agents of the Receiving Party or its Affiliates (each a “Receiving Party Representative”), which the Receiving Party reasonably and in good faith believes are needed to be involved in the evaluation or performance of the VDA Program, provided such Receiving Party Representative is informed of this Agreement confidentiality obligation and agrees to be bound by the terms hereof, and the Receiving Party uses reasonable efforts obligated to cause the Receiving Party Representative to comply with the terms of this Agreement. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it under this Agreement. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement by the Receiving Party. In the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such requirement to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect maintain the confidentiality of such any information received. The term “Confidential Information” will mean (i) confidential or proprietary information regarding the other Party’s business affairs, and in finances, technology, processes, plans or installations, product information, know-how, or other information that is received from the event such protection is not obtained, other Party pursuant to this Agreement or the Receiving Party agrees that it will disclose only that portion of the Confidential Information that it is legally required to disclose. The Parties’ obligation of confidentiality shall survive the termination of the VDA Program, the termination of relationship prior thereto or is developed pursuant to this Agreement, and/or (ii) any and all information concerning the expiration Contract Documents, the Agreement, or termination the terms thereof, and (iii) all information which one Party, directly or indirectly, may acquire from another Party; however, Confidential Information will not include information falling into any of Agent’s engagement by the State.following categories:

Non-Disclosure Obligation. Each party agrees not to use any Confidential Information of the Disclosing Party for any purpose except to evaluate and engage in discussions concerning the Purpose and to execute the Purpose between the parties. Unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party agrees (a) not to disclose, or permit its Affiliates to disclose, other than for purposes associated with the pursuit of the VDA Program, Confidential Information, or the existence of this Agreement and/or the discussions relating to the VDA Program; (b) to use the same degree of care and diligence to protect Confidential Information from disclosure to others as the Receiving Party employs or should reasonably employ to so protect its own information of like confidence (but in no event less than reasonable care); (c) not to use, reproduce, use reproduce or copy the Confidential Information, in whole or in part except as necessary for the evaluation or conduct of the VDA Program; and (d) to immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the of the Confidential Information by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to such of the State, the Receiving Party's Affiliates or the employees, consultants, legal and tax advisers, and agents of the Receiving Party or its Affiliates (each a “"Receiving Party Representative”), ") which the Receiving Party reasonably and in good faith believes are needed to be involved in the evaluation or performance of the VDA Program, provided such Receiving Party Representative is informed of this Agreement and agrees to be bound by the terms hereof, and the Receiving Party uses reasonable efforts to cause the Receiving Party Representative to comply with the terms of this Agreement. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it under this Agreement. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement by the Receiving Party. In the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such requirement to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect the confidentiality of such Confidential Information, and in the event such protection is not obtained, the Receiving Party agrees that it will disclose only that portion of the Confidential Information that which it is legally required to disclose. The Parties’ Parties obligation of confidentiality shall survive the termination of the VDA Program, the termination of this Agreement, and/or the expiration or termination of Agent’s engagement by the State.

Non-Disclosure Obligation. Each party agrees not Except as required by court order, subpoena, or Applicable Law, the Parties will hold in confidence, and will use only for the purposes of completing the Project, any and all Confidential Information disclosed to use each other. Neither Party shall disclose to third parties any Confidential Information without the express written consent of the Disclosing Party for other Party, which consent shall not be unreasonably withheld. The Parties shall at all times use their respective reasonable efforts to keep all Confidential Information and information regarding the terms and conditions of this Agreement confidential. However, the Parties may disclose Confidential Information to their respective lenders, lenders’ agents, advisors and/or consultants only as reasonably necessary in connection with the financing of the Plant or to enable them to advise the Parties with regard to the Contract Documents and the Project, provided that prior to such disclosure any purpose except party to evaluate and engage in discussions concerning the Purpose and to execute the Purpose between the parties. Unless otherwise agreed to in writing whom Confidential Information is disclosed is informed by the Disclosing Party, the Receiving disclosing Party agrees (a) not to disclose, or permit its Affiliates to disclose, other than for purposes associated with the pursuit of the VDA Program, Confidential Information, or the existence of this Agreement and/or the discussions relating to the VDA Program; (b) to use the same degree of care and diligence to protect Confidential Information from disclosure to others as the Receiving Party employs or should reasonably employ to so protect its own information of like confidence (but in no event less than reasonable care); (c) not to use, reproduce, or copy the Confidential Information, in whole or in part except as necessary for the evaluation or conduct of the VDA Program; and (d) to immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to such of the State, the Receiving Party's Affiliates or the employees, consultants, legal and tax advisers, and agents of the Receiving Party or its Affiliates (each a “Receiving Party Representative”), which the Receiving Party reasonably and in good faith believes are needed to be involved in the evaluation or performance of the VDA Program, provided such Receiving Party Representative is informed of this Agreement confidentiality obligation and agrees to be bound by the terms hereof, and the Receiving Party uses reasonable efforts obligated to cause the Receiving Party Representative to comply with the terms of this Agreement. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it under this Agreement. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement by the Receiving Party. In the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such requirement to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect maintain the confidentiality of such any information received. The term “Confidential Information” will mean (i) confidential or proprietary information regarding the other Party’s business affairs, and in finances, technology, processes, plans or installations, product information, know-how, or other information that is received from the event such protection is not obtainedother Party pursuant to One Earth Energy, LLC May 17, 2007 this Agreement or the Receiving Party agrees that it will disclose only that portion of the Confidential Information that it is legally required to disclose. The Parties’ obligation of confidentiality shall survive the termination of the VDA Program, the termination of relationship prior thereto or is developed pursuant to this Agreement, and/or (ii) any and all information concerning the expiration Contract Documents, the Agreement, or termination the terms thereof, and (iii) all information which one Party, directly or indirectly, may acquire from another Party; however, Confidential Information will not include information falling into any of Agent’s engagement by the State.following categories:

Non-Disclosure Obligation. Each party agrees not to use any Confidential Information of the Disclosing Party for any purpose except to evaluate and engage in discussions concerning the Purpose and to execute the Purpose between the parties. Unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party agrees (a) not to disclose, or permit its Affiliates to disclose, other than disclose the Confidential Information for purposes associated with a period of three (3) years following the pursuit of the VDA Program, Confidential Information, or the existence Term of this Agreement and/or the discussions relating to the VDA ProgramAgreement; (b) to use the same degree of care and diligence to protect such Confidential Information from disclosure to others as the Receiving such Party employs or should reasonably employ to so protect its own information of like confidence importance (but in no event less than reasonable care); (c) not to use, reproduce, reproduce or copy the Confidential Information, in whole or in part part, except as necessary for the evaluation or conduct of the VDA ProgramProposed Relationship; (d) to comply with applicable data privacy laws in relation to processing any personal data that it has or gains access to in connection with the Proposed Relationship; and (de) to immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information information by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to such of the State, the Receiving Party's Affiliates or the employees, consultants, legal and tax advisers, consultants and agents of the Receiving Party or its Affiliates (each a “collectively "Receiving Party Representative”), ") which the Receiving Party reasonably and in good faith believes are needed to be involved in the evaluation or performance of the VDA ProgramProposed Relationship, provided such Receiving Party Representative is informed of this Agreement and agrees to be bound by the terms hereof, and the Receiving Party uses reasonable best efforts to cause the Receiving Party Representative to comply with observe the terms of this Agreement. The Receiving Party can only disclose the Disclosing Party’s Confidential Information to a Customer if the Receiving Party has both of the following at the time the information is shared: (1) a non-disclosure agreement in place with that Customer and (2) written permission to share the information from the Disclosing Party. If iland is the Disclosing Party and the Receiving Party wishes to share iland Confidential Information with a Customer, the Receiving Party shall not reverse-engineersend the request for permission, decompilewhich shall include the name of the Receiving Party’s Customer, or disassemble any software disclosed to it under this Agreementxxxxxxxxxx.xxxxxxxxxx@xxxxx.xxx. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement by the Receiving Party. In the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such requirement request(s) to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect the confidentiality of such Confidential Information, and in the event such protection is not obtainedobtained or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees that it will disclose furnish only that portion of the Confidential Information that which it is legally required to disclose. The Parties’ obligation of confidentiality shall survive the termination of the VDA Program, the termination of this Agreement, and/or the expiration or termination of Agent’s engagement by the Staterequired.

Non-Disclosure Obligation. Each The receiving party agrees not to use any shall keep the Confidential Information of the Disclosing Party for any purpose except to evaluate confidential and engage in discussions concerning the Purpose and to execute the Purpose between the parties. Unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party agrees (a) shall not to disclose, or permit its Affiliates to disclose, other than for purposes associated with the pursuit of the VDA Program, Confidential Information, or the existence of this Agreement and/or the discussions relating to the VDA Program; (b) to use the same degree of care and diligence to protect Confidential Information from disclosure to others as the Receiving Party employs or should reasonably employ to so protect its own information of like confidence (but in no event less than reasonable care); (c) not to use, reproduce, or copy the disclose such Confidential Information, in whole or in part part, to any person other than its agents, representatives and employees who need to know such Confidential Information in connection with the receiving party’s performance of services in connection with the Project, except with the prior written consent of the originating party or as necessary otherwise permitted hereunder. The Confidential Information shall be used by the receiving party solely for the evaluation or conduct purpose of performing services in connection with the VDA Program; Project, and (d) to immediately notify shall not be Comverge – Proprietary and Confidential 19 9/28/2004 otherwise used without the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information by the Receiving Partyoriginating party’s prior written consent. Notwithstanding the foregoing, the Receiving Party The receiving party agrees that it may disclose the Confidential Information only to such those of their agents and representatives who have been identified to the originating party in writing and whom the originating party has agreed in writing need to know the Confidential Information for the purpose of assisting the Parties in connection with the Project. Prior to disseminating any of the StateConfidential Information to any agent and/or representative permitted herein, the Receiving Party's Affiliates or the employees, consultants, legal and tax advisersreceiving party shall advise recipients of such information of its confidential nature, and agents shall require such agent and/or representative to agree, in writing, to maintain the confidentiality of the Receiving Party or its Affiliates (each a “Receiving Party Representative”), which the Receiving Party reasonably Confidential Information and in good faith believes are needed to be involved in the evaluation or performance of the VDA Program, provided such Receiving Party Representative is informed of this Agreement and agrees to be bound by all the terms hereofterms, conditions and the Receiving Party uses reasonable efforts to cause the Receiving Party Representative to comply with the terms restrictions of this Agreement. The Receiving Party Parties may add agents and/or representatives to the list previously identified herein by giving each other prior written notice and by complying with the remaining provisions of this Paragraph 4. The Confidential Information shall be used by the receiving party solely in connection with the Project, and shall not reverse-engineer, decompile, or disassemble any software disclosed to it under this Agreement. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement be otherwise used by the Receiving Party. In receiving party for its own benefit or for any purpose detrimental to the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such requirement to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect the confidentiality of such Confidential Information, and in the event such protection is not obtained, the Receiving Party agrees that it will disclose only that portion interest of the Confidential Information that it is legally required to disclose. The Parties’ obligation of confidentiality shall survive the termination of the VDA Program, the termination of this Agreement, and/or the expiration or termination of Agent’s engagement by the Stateoriginating party.

Non-Disclosure Obligation. Each party agrees not Except as required by court order, subpoena, or Applicable Law, the Parties will hold in confidence, and will use only for the purposes of completing the Project, any and all Confidential Information disclosed to use each other. Neither Party shall disclose to third parties any Confidential Information without the express written consent of the Disclosing Party for other Party, which consent shall not be unreasonably withheld. The Parties shall at all times use their respective reasonable efforts to keep all Confidential Information and information regarding the terms and conditions of this Agreement confidential. However, the Parties may disclose Confidential Information to their respective lenders, lenders’ agents, advisors and/or consultants only as reasonably necessary in connection with the financing of the Plant or to enable them to advise the Parties with regard to the Contract Documents and the Project, provided that prior to such disclosure any purpose except party to evaluate and engage in discussions concerning the Purpose and to execute the Purpose between the parties. Unless otherwise agreed to in writing whom confidential information is disclosed is informed by the Disclosing Party, the Receiving disclosing Party agrees (a) not to disclose, or permit its Affiliates to disclose, other than for purposes associated with the pursuit of the VDA Program, Confidential Information, or the existence of this Agreement and/or the discussions relating to the VDA Program; (b) to use the same degree of care and diligence to protect Confidential Information from disclosure to others as the Receiving Party employs or should reasonably employ to so protect its own information of like confidence (but in no event less than reasonable care); (c) not to use, reproduce, or copy the Confidential Information, in whole or in part except as necessary for the evaluation or conduct of the VDA Program; and (d) to immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to such of the State, the Receiving Party's Affiliates or the employees, consultants, legal and tax advisers, and agents of the Receiving Party or its Affiliates (each a “Receiving Party Representative”), which the Receiving Party reasonably and in good faith believes are needed to be involved in the evaluation or performance of the VDA Program, provided such Receiving Party Representative is informed of this Agreement confidentiality obligation and agrees to be bound by the terms hereof, and the Receiving Party uses reasonable efforts obligated to cause the Receiving Party Representative to comply with the terms of this Agreement. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it under this Agreement. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement by the Receiving Party. In the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such requirement to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect maintain the confidentiality of such any information received. The term “Confidential Information” will mean (i) confidential or proprietary information regarding the other Party’s business affairs, and in finances, technology, processes, plans or installations, product information, know-how, or other information that is received from the event such protection is not obtained, other Party pursuant to this Agreement or the Receiving Party agrees that it will disclose only that portion of the Confidential Information that it is legally required to disclose. The Parties’ obligation of confidentiality shall survive the termination of the VDA Program, the termination of relationship prior thereto or is developed pursuant to this Agreement, and/or (ii) any and all information concerning the expiration Contract Documents, the Agreement, or termination the terms thereof, and (iii) all information which one Party, directly or indirectly, may acquire from another Party; however, Confidential Information will not include information falling into any of Agent’s engagement by the State.following categories:

Non-Disclosure Obligation. Each party agrees not to use any Confidential Information of the Disclosing Party for any purpose except to evaluate and engage in discussions concerning the Purpose and to execute the Purpose between the parties. Unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party agrees (a) not to disclose, or permit its Affiliates to disclose, other than for purposes associated with the pursuit of the VDA Program, Confidential Information, or the existence of this Agreement and/or the discussions relating to the VDA ProgramProposed Transaction; (b) to use the same degree of care and diligence to protect Confidential Information from disclosure to others as the Receiving Party employs or should reasonably employ to so protect its own information of like confidence (but in no event less than reasonable care); (c) not to use, reproduce, reproduce or copy the Confidential Information, in whole or in part part, except as necessary for the evaluation or conduct of the VDA ProgramProposed Transaction; and (d) to immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to such of the State, the Receiving Party's ’s Affiliates or the employees, consultants, and legal and tax advisers, and agents advisers of the Receiving Party or its Affiliates (each a “Receiving Party Representative”), ) which the Receiving Party reasonably and in good faith believes are needed to be involved in the evaluation or performance of the VDA ProgramProposed Transaction, provided such Receiving Party Representative is informed of this Agreement and agrees to be are bound by non-disclosure provisions similar to the terms hereof, and the Receiving Party uses reasonable best efforts to cause the Receiving Party Representative to comply with observe the terms of this Agreement. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it under this Agreement. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement by the Receiving Party. In the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such requirement to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect the confidentiality of such Confidential Information, and in the event such protection is not obtainedobtained or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees that it will disclose only that portion of the Confidential Information that which it is legally required to disclose. The Parties’ obligation disclose and in doing so, will make every effort to secure confidential treatment of confidentiality shall survive the termination of the VDA Program, the termination of this Agreement, and/or the expiration or termination of Agent’s engagement by the Stateany materials disclosed.