Common use of Nondisclosure Clause in Contracts

Nondisclosure. 15.1 Neither Party may disclose any Confidential Information obtained pursuant to this Agreement to any third-party without the express prior written consent of the other Party, except that disclosures to a Party's employees, officers, directors, advisors, suppliers, subcontractors and agents and the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees pursuant to Section 25 are expressly permitted if deemed necessary for the performance of this Agreement by the disclosing Party. As used herein, the term “Confidential Information” shall include, but not be limited to, any and all of the following information: (i) any (a) financial information or (b) information related to hourly supply quantity with respect to SOS hereunder (provided, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-party if such information relates to a time period more than thirty (30) days in the past or to any successor Standard Offer Service provider during the last ten (10 ) Business Days of the Term of Service solely for transition purposes); (ii) any information whether written or in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently reduced to writing and marked “Confidential;” (iv) all business, financial, and commercial information pertaining to the Parties, customers of either or both Parties, providers for either Party or personnel of either Party; and (v) any trade secrets. Confidential Information shall not include information known to either Party prior to obtaining the same from the other Party, information in the public domain, or information obtained by a Party from a third-party who did not, directly or indirectly, receive the same from the other Party to this Agreement or from a Party who was under an obligation of confidentiality to the other Party to this Agreement, or information developed by either Party independent of any Confidential Information. The receiving Party shall use the higher of the standard of care that the receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Each receiving Party shall, upon termination of this Agreement and at any time upon the request of the disclosing Party, promptly return or destroy all Confidential Information of the disclosing Party then in its possession.

Nondisclosure. 15.1 Neither Party may disclose any Confidential Information obtained pursuant to this Agreement to any third-party without the express prior written consent In consideration of the other Disclosing Party’s disclosure of Proprietary Information to the Receiving Party, the Receiving Party agrees that it: (i) shall treat all Proprietary Information as strictly confidential; (ii) shall not disclose or use any Proprietary Information except that disclosures to a Party's employees, officers, directors, advisors, suppliers, subcontractors and agents and evaluate the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees pursuant to Section 25 are expressly permitted if deemed necessary for the performance of this Agreement information disclosed by the disclosing Party. As used hereinDisclosing Party with respect to the Purpose; (iii) shall protect all Proprietary Information, whether in storage or in use, with the term “Confidential Information” same degree of care as the Receiving Party uses to protect its own Proprietary Information against public disclosure, but in no case with less than reasonable care, which shall be deemed to include, but not be limited to, any and using a secure method or program with robust encryption protection meeting or exceeding FIPS 140-2 Level 1 requirements or such other secure method or program as agreed between the parties for all electronic transfers of Proprietary Information; provided that the following information: Disclosing Party may choose to deliver certain Proprietary Information to the Receiving Party via unencrypted electronic mail, in which case the Receiving Party shall be deemed to be granted permission by the Disclosing Party to transfer the same Proprietary Information (ibut no other) any (a) financial information or (b) information related to hourly supply quantity with respect to SOS hereunder (provided, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-party if such information relates to a time period more than thirty (30) days in the past or same manner and with the same document protection, if any, applied to any successor Standard Offer Service provider during the last ten (10 ) Business Days Proprietary Information by the Disclosing Party, subject to the terms of the Term of Service solely for transition purposes)this Agreement; (ii) any information whether written or in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently reduced to writing and marked “Confidential;” (iv) all businessshall disclose Proprietary Information only to such officers, financialdirectors, employees, agents, consultants, and commercial information pertaining attorneys (collectively “Representatives”) of the Receiving Party and its Affiliates who need to know such Proprietary Information for the PartiesPurpose, customers provided such Representatives are informed of either or both Parties, providers for either the confidential nature of such Proprietary Information and the terms of this Agreement prior to disclosure and provided further that the Receiving Party or personnel shall be responsible in the event of either Partysuch Representative’s breach of this Agreement as if the Receiving Party had committed such breach; and (v) any trade secrets. Confidential Information shall not include information known to either Party prior to obtaining the same from the other Party, information in the public domain, or information obtained by a Party from a third-party who did not, directly or indirectly, receive the same from the other Party to this Agreement or from a Party who was under an obligation of confidentiality to the other Party to this Agreement, or information developed by either Party independent of reverse engineer any Confidential such Proprietary Information. The receiving Party shall use the higher of the standard of care that the receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Each receiving Party shall, upon termination of this Agreement and at any time upon the request of the disclosing Party, promptly return or destroy all Confidential Information of the disclosing Party then in its possession.

Nondisclosure. 15.1 6.1 Neither Party may disclose any Confidential Information obtained pursuant to this Agreement to any third-party third party, including affiliates of such Party, without the express prior written consent of the other Party, except that disclosures to a Party's employees, officers, directors, advisors, suppliers, subcontractors and agents and the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees pursuant to Section 25 are expressly permitted if deemed necessary for the performance of this Agreement by the disclosing Party. As used herein, the term “Confidential Information” shall include, but not be limited to, any and all of the following information: (i) any (a) financial information or (b) information related to hourly supply quantity with respect to SOS hereunder (provided, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-party if such information relates to a time period more than thirty (30) days in the past or to any successor Standard Offer Service provider during the last ten (10 ) Business Days of the Term of Service solely for transition purposes); (ii) any information whether written or in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently reduced to writing and marked “Confidential;” (iv) all business, financial, and commercial information pertaining to the Parties, customers of either or both Parties, providers suppliers for either Party or Party, personnel of either Party; and (v) , any trade secrets, and other information of a similar nature, whether written or in intangible form that is marked proprietary or confidential with the appropriate owner’s name. Without limiting the foregoing, Confidential Information shall also include customer-specific information transmitted by SCE to the DRP regarding location of customer service accounts on the CAISO grid (Sub-Lap and pNode), service voltage, meter numbers and types, the identity of customers’ MDMA, Meter Service Provider and Load Serving Entity, and any Unique Customer Identifier(s) assigned by SCE and entered into CAISO’s Demand Response System by a DRP. Confidential Information shall not include information known to either Party prior to obtaining the same from the other Party, information in the public domain, or information obtained by a Party from a third-third party who did not, directly or indirectly, receive the same from the other Party to this Agreement or from a Party party who was under an obligation of confidentiality to the other Party to this Agreement, or information developed by either Party independent of any Confidential Information. The receiving Party shall use the higher of the standard of care that the receiving Party uses to preserve its own Confidential Information confidential information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Each receiving Party shall, upon termination These obligations with respect to treatment of Confidential Information shall survive this Agreement and at any time upon the request of the disclosing Partypursuant to Section 22.8 below. Customers’ interval usage data, promptly return or destroy all disclosed by SCE subject to customer authorization via Form CISR-DRP, shall not be considered Confidential Information of as defined in this Agreement. However, the disclosing Party then in its possessionDRP is subject to Rule 25 as a Covered Entity to the extent that the DRP receives interval usage data for more than ten customers.

Nondisclosure. 15.1 Neither By virtue of this Agreement, either Party may disclose any have access to information that is confidential to the other (“Confidential Information”). Confidential Information obtained pursuant shall include any Converged program licenses and all information that would reasonably be considered confidential, including but not limited to the disclosing party’s employees, organization, customers, plans, activities, policies, or products and including any written reports, findings, conclusions, recommendations, or reporting data and analysis prepared by Converged and provided to Customer under this Agreement Agreement. It is the express intent of this Section that neither Party discloses to any third-third party without any information it learns concerning the express prior written consent business of the other Party, except that disclosures to a Party's employees, officers, directors, advisors, suppliers, subcontractors and agents and the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees pursuant to Section 25 are expressly permitted if deemed necessary for Party in the performance of this Agreement by the disclosing Services hereunder. A Party. As used herein, the term “Confidential Information” shall include, but not be limited to, any and all of the following information: (i) any (a) financial information or (b) information related to hourly supply quantity with respect to SOS hereunder (provided, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-party if such information relates to a time period more than thirty (30) days in the past or to any successor Standard Offer Service provider during the last ten (10 ) Business Days of the Term of Service solely for transition purposes); (ii) any information whether written or in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently reduced to writing and marked “Confidential;” (iv) all business, financial, and commercial information pertaining to the Parties, customers of either or both Parties, providers for either Party or personnel of either Party; and (v) any trade secrets. ’s Confidential Information shall not include information known to either Party prior to obtaining that (a) is or becomes a part of the same from public domain through no act or omission of the other Party, information ; or (b) was in the public domain, or information other Party’s lawful possession prior to the disclosure and had not been obtained by a Party from a third-party who did not, directly or indirectly, receive the same from the other Party to this Agreement either directly or indirectly from a Party who was under an obligation of confidentiality the disclosing Party; or (c) is lawfully disclosed to the other Party by a third party without restriction on disclosure or; (d) is independently developed by the other Party. A Party may disclose Confidential Information as required by law or governmental ruling provided, however, that before making such disclosure, the Party of whom disclosure is required shall use reasonable commercial efforts to give the other Party an adequate opportunity to interpose an objection and/or take action to assure confidential handling of such information. The Parties agree, both during the term of this Agreement and for a period of four (4) years after termination of this Agreement, or information developed by either Party independent of any to hold each other’s Confidential InformationInformation in confidence. The receiving Parties agree not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than the implementation of this Agreement. Each Party shall agrees to use the higher of the standard same degree of care that the receiving Party it uses to preserve protect its own Confidential Information or confidential information of a similar nature and value, but in no event less than a reasonable standard of care care, to prevent unauthorized use ensure that Confidential Information is not disclosed or disclosure distributed by its employees or agents in violation of such Confidential Information. Each receiving Party shall, upon termination the provisions of this Agreement and Agreement. Notwithstanding the above, if either party provides the other with product comments or suggestions ("Feedback"), the Recipient shall the right to use such Feedback at its discretion without payment, subject to any time upon patent rights retained by the request of the disclosing Party, promptly return or destroy all Confidential Information of the disclosing Party then in its possessionDisclosing party.

Nondisclosure. 15.1 Neither Party By virtue of this Agreement, the parties may disclose any have access to information that is confidential to one another ("CONFIDENTIAL INFORMATION"). Confidential Information obtained pursuant to this Agreement to any third-party without the express prior written consent of the other Party, except that disclosures to a Party's employees, officers, directors, advisors, suppliers, subcontractors and agents and the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees pursuant to Section 25 are expressly permitted if deemed necessary for the performance of this Agreement by the disclosing Party. As used herein, the term “Confidential Information” shall include, include but not be limited toto GE Property, any ARIS Property, the Deliverables, and all of the following information: (i) any (a) financial information that would reasonably be considered confidential, including but not limited to GE's employees, organization, activities, policies, or software developed for GE, or Third Party Content licensed by GE, GE product proprietary information or (b) information related technical data, and any written reports, findings, conclusions, recommendations, or reporting data and analysis prepared by ARTS and provided to hourly supply quantity with respect GE under this Agreement. Each party recognizes and acknowledges the confidential and proprietary nature of any Confidential Information and acknowledges the irreparable harm that could result to SOS hereunder (provided, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-other party if such information relates it is disclosed to a time period more than thirty (30) days third party, or used for unauthorized purposes, without other party's prior written consent. Each party agrees to use any Confidential Information only for the purposes of conducting business with the other party in a manner contemplated by this Agreement, acknowledges the past or other party's intent to any successor Standard Offer Service provider during the last ten (10 ) Business Days of the Term of Service solely for transition purposes); (ii) any information whether written or make such disclosures only in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently reduced to writing and marked “Confidential;” (iv) all business, financialconjunction with such services objectives, and commercial information pertaining agrees that it will not provide the other party Confidential Information except as required to the Parties, customers of either or both Parties, providers for either Party or personnel of either Party; and (v) perform any trade secretsServices. A party's Confidential Information shall not include information known to either Party that (a) is or becomes a part of the public domain through no act or omission of the other party; or (b) was in the other party's lawful possession prior to obtaining the same disclosure and had not been obtained by the other party either directly or indirectly from the other Party, information in the public domain, disclosing party; or information obtained by a Party from a third-party who did not, directly or indirectly, receive the same from the other Party to this Agreement or from a Party who was under an obligation of confidentiality (c) is lawfully disclosed to the other Party party by a third party without restriction on disclosure; or (d) is independently developed by the other party. The parties agree, both while the Services are being performed under the applicable SOW and for a period of three years after the earlier of cessation of Services under or termination of the applicable SOW, to hold each other's Confidential Information in confidence. The parties agree not to make each other's Confidential Information available in any form to any third party or to use each other's Confidential Information for any purpose other than the implementation of this Agreement, or information developed by either Party independent of any Confidential Information. The receiving Party shall Each party agrees to use the higher of the standard same degree of care that the receiving Party it uses to preserve protect its own Confidential Information or confidential information of a similar nature and value, but in no event less than a reasonable standard of care care, to prevent unauthorized use ensure that Confidential Information is not disclosed or disclosure distributed by its employees or agents in violation of such the provisions of this Agreement. Each party represents that it has, with each of its employees who may have access to any Confidential Information. Each receiving Party shall, upon termination an appropriate agreement sufficient to enable it to comply with all of the terms of this Agreement and at any time upon the request of the disclosing Party, promptly return or destroy all Confidential Information of the disclosing Party then in its possessionSection 11.

Nondisclosure. 15.1 Neither Party Each party may disclose any have access to information that is confidential to the other party ("Confidential Information"). Siebel's Confidential Information obtained pursuant to this Agreement to any third-party without the express prior written consent of the other Party, except that disclosures to a Party's employees, officers, directors, advisors, suppliers, subcontractors and agents and the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees pursuant to Section 25 are expressly permitted if deemed necessary for the performance of this Agreement by the disclosing Party. As used herein, the term “Confidential Information” shall include, but not be limited to, any the Programs, Ancillary Programs. Documentation, formulas, methods, know how, processes, designs, new products, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, the terms and pricing under this Agreement, and all information clearly identified in writing at the time of disclosure as confidential. Customer's Confidential Information shall include, but not be limited to, its software programs, formulas, methods, know-how, processes, designs, new products, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, and all information clearly identified in writing at the following information: (i) any (a) financial time of disclosure as confidential. Confidential Information includes all information or (b) received from third parties that either party is obligated to treat as confidential and oral information related to hourly supply quantity with respect to SOS hereunder (provided, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-party if such information relates to a time period more than thirty (30) days in the past or to any successor Standard Offer Service provider during the last ten (10 ) Business Days of the Term of Service solely for transition purposes); (ii) any information whether written or in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently reduced to writing and marked “Confidential;” (iv) all business, financial, and commercial information pertaining to the Parties, customers of identified by either or both Parties, providers for either Party or personnel of either Party; and (v) any trade secretsparty as confidential. A party's Confidential Information shall not include information known to either Party that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party's lawful possession prior to obtaining the same disclosure and had not been obtained by the other party either directly or indirectly from the other Party, information in the public domain, or information obtained by a Party from a third-party who did not, directly or indirectly, receive the same from the other Party to this Agreement or from a Party who was under an obligation of confidentiality disclosing party; (iii) is lawfully disclosed to the other Party to this Agreement, party by a third party without restriction on disclosure; or information (iv) is independently developed by either Party independent the other party without use of any or reference to the other party's Confidential Information. In addition, this Section 9.1 will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required to by law or valid order of a court or other governmental authority; PROVIDED, HOWEVER, that the responding party shall first have given notice to the other party and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. The receiving Party parties agree, unless required by law, not to make each other's Confidential Information available in any form to any third party (except third parties who are Users as defined hereunder) or to use each other's Confidential Information for any purpose other than in the performance of this Agreement. Customer shall use not disclose the higher results of any performance tests of the standard of care Programs to any third party without Siebel's prior written approval. Each party agrees to take all reasonable steps to ensure that the receiving Party uses to preserve its own Confidential Information is not disclosed or a reasonable standard distributed by its employees or agents in breach of care this Agreement. The parties agree to prevent unauthorized use or disclosure of such hold each other's Confidential Information. Each receiving Party shall, upon termination Information in confidence during the term of this Agreement and for a period of three (3) years thereafter; provided, however, that with respect to source code, the Siebel Data Model Reference Manual, the Siebel Data Mart Data Model Reference, and other highly sensitive confidential information clearly identified as such at any the time upon of disclosure by either party, the request nondisclosure obligations set forth herein shall continue indefinitely. Each party's additional obligations regarding the Siebel Data Model Reference Manual and the Siebel Data Mart Data Model Reference are set forth in the text of the disclosing PartySiebel Data Model Reference Manual and the Siebel Data Mart Data Model. Each party acknowledges and agrees that, promptly return due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Section 9.1 and that such breach would cause irreparable harm to the non-breaching party; therefore, the non-breaching party shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it might have at law or destroy all Confidential Information of the disclosing Party then in its possessionunder this Agreement.

Nondisclosure. 15.1 Neither Each Party hereby agrees that during the term of this Agreement and for a period of [...***...] thereafter it shall not commercialize or disclose the other Party’s Confidential Information to any person or entity, except to its own Personnel having a need to know such Confidential Information for purposes of the Program, provided each Party shall have entered into non-disclosure agreements with its Personnel having obligations of confidentiality as strict as those herein prior to disclosure to such Personnel. Each Party agrees that it will not use or permit its Personnel to use any Confidential Information for purposes other than in connection with performance of its duties or exercise of its rights under this Agreement. Each Party shall use at least the same degree of care in safeguarding the other Party’s Confidential Information as it uses in safeguarding its own Confidential Information, but in no event shall a Party use less than reasonable diligence and care. Notwithstanding the foregoing, (a) each Party may disclose any Confidential Information obtained pursuant to the existence and terms of this Agreement to third parties in connection with due diligence or similar investigations by such third parties, provided that any third-such third party without is (i) bound to maintain the express prior written consent confidentiality of this Agreement and its terms in a manner consistent with this Section 15 and (ii) prohibited from using this Agreement or its terms for any purpose beyond the due diligence or similar investigation, and (b) each Party may disclose Confidential Information of the other Party, except that disclosures Party pursuant to a Party's employees, officers, directors, advisors, suppliers, subcontractors and agents and the employees, officers, directors, advisors and agents requirement or request of a Party's affiliates or qualified assignees governmental agency, pursuant to Section 25 are expressly permitted if deemed necessary for the performance rules of this Agreement by the disclosing Party. As used hereinany recognized stock exchange or quotation system, the term “Confidential Information” or pursuant to a court or administrative subpoena, order or other such legal process or requirement of law; provided, however, that it shall include, but not be limited use commercially reasonable efforts to, any and all of the following information: (i) any (a) financial information first notify the other of such request or (b) information related to hourly supply quantity with respect to SOS hereunder (providedrequirement, thatunless such notice is prohibited by statute, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-party if such information relates to a time period more than thirty (30) days in the past rule or to any successor Standard Offer Service provider during the last ten (10 ) Business Days of the Term of Service solely for transition purposes)court order; (ii) any information whether written or in intangible form that is clearly marked "Proprietary" or “Confidential;” attempt to obtain the other Party’s consent to such disclosure; and (iii) any oral communication that is subsequently reduced to writing and marked “Confidential;” (iv) all business, financial, and commercial information pertaining to the Parties, customers of either or both Parties, providers for either Party or personnel of either Party; and (v) any trade secrets. Confidential Information shall not include information known to either Party prior to obtaining the same from the other Party, information in the public domainevent consent is not given, or information obtained by a Party from a third-party who did not, directly or indirectly, receive the same from the other Party agree to this Agreement or from a Party who was under an obligation of confidentiality to the other Party to this Agreement, or information developed by either Party independent of any Confidential Information. The receiving Party shall use the higher of the standard of care that the receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Each receiving Party shall, upon termination of this Agreement and at any time upon the request of the disclosing Party, promptly return or destroy all Confidential Information of allow the disclosing Party then to file a motion to quash, or take a similar procedural step to frustrate the production or publication of information. Nothing herein shall require either Party to fail to honor a subpoena, court or administrative order or requirement on a timely basis. Each Party shall cooperate with the other in an effort to limit the nature and scope of any required disclosure of Confidential Information and the Parties shall coordinate with each other with respect to the timing, form and content of such required disclosure to the extent practicable under the circumstances, provided that, if the Parties are unable to agree on the form or content of any required disclosure, such disclosure shall be limited to the minimum required, as determined by the disclosing Party in consultation with its possessionlegal counsel.

Nondisclosure. 15.1 Neither Each Party may disclose any agrees that a Party (the “Receiving Party”) receiving Confidential Information obtained pursuant of any other Party (the “Disclosing Party”) shall (a) maintain in confidence such Confidential Information using not less than the efforts such Receiving Party CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. uses to this Agreement maintain in confidence its own proprietary information of similar kind and value, but in no event less than a reasonable degree of efforts, (b) not disclose such Confidential Information to any third-party Third Party without the express prior written consent of the other Disclosing Party, except that for disclosures to a Party's employees, officers, directors, advisors, suppliers, subcontractors and agents and the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees pursuant to Section 25 are expressly permitted if deemed necessary below, and (c) not use such Confidential Information for the performance of any purpose except those expressly permitted by this Agreement by the disclosing Party(it being understood that this clause (c) shall not create or imply any rights or licenses not expressly granted under this Agreement). As used hereinThe obligations of confidentiality, the term “Confidential Information” non-disclosure and non-use under this Section 8.1 shall include, but not be limited to, any and all of the following information: (i) any (a) financial information or (b) information related to hourly supply quantity with respect to SOS hereunder (provided, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-party if such information relates to a time period more than thirty (30) days in the past or to any successor Standard Offer Service provider full force during the last ten (10 ) Business Days Term and for a period of the Term of Service solely for transition purposes); (ii) any information whether written or in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently reduced to writing and marked “Confidential;” (iv) all business, financial, and commercial information pertaining to the Parties, customers of either or both Parties, providers for either Party or personnel of either Party; and (v) any trade secrets[***] thereafter. Confidential Information shall not include information known to either Party prior to obtaining the same from the other Each Party, information in the public domain, or information obtained by a Party from a third-party who did not, directly or indirectly, receive the same from the other Party to this Agreement or from a Party who was under an obligation of confidentiality to the other Party to this Agreement, or information developed by either Party independent of any Confidential Information. The receiving Party shall use the higher of the standard of care that the receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Each receiving Party shall, upon termination of this Agreement and at any time upon the request of the disclosing other Party, promptly will return all copies of or destroy all (and certify such destruction in writing) the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, within [***] of such request or, if earlier, the termination or expiration of this Agreement; provided however that a Party may retain (i) Confidential Information of the disclosing other Party then which expressly survives such termination pursuant to this Agreement, and (ii) one (1) copy of all other Confidential Information in archives solely for the purpose of establishing the contents thereof. Notwithstanding anything to the contrary in this Agreement, Jounce will keep confidential, and will cause its possessionemployees, consultants, licensees, sublicensees, professional advisors and Affiliates to keep confidential, the Jounce IP, and Celgene will keep confidential, and will cause its employees, consultants, licensees, sublicensees, professional advisors and Affiliates to keep confidential, the Celgene IP, in each case on confidentiality terms at least as protective as the confidentiality provisions of this Agreement (without regard to Section 8.2, other than Section 8.2.3).

Nondisclosure. 15.1 Neither Each Party may disclose any agrees that a Party (the “Receiving Party”) receiving Confidential Information obtained of the other Party (the “Disclosing Party”) pursuant to this Agreement shall (a) maintain in confidence such Confidential Information using not less than the efforts such Receiving Party uses to maintain in confidence its own proprietary information of similar kind and value, but in no event less than a reasonable degree of efforts, (b) not disclose such Confidential Information to any third-party Third Party without the express prior written consent of the other Disclosing Party, except that for disclosures to a Party's employees, officers, directors, advisors, suppliers, subcontractors and agents and the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees expressly permitted pursuant to this Article 8, and (c) not use such Confidential Information for any purpose except those permitted by this Agreement, any U.S. License Agreement or any Global License Agreement, including, in the case of Celgene, the exercise of the rights and licenses (including Options) granted to Celgene hereunder and thereunder (it being understood that this clause (c) shall not create or imply any rights or licenses not expressly granted under this Agreement). The obligations of confidentiality, non-disclosure and non-use under this Section 25 are expressly permitted if deemed necessary 8.1 shall be in full force and effect during the Term and for a period of [***] ([***]) years thereafter. The Receiving Party will return all copies of or destroy (and certify such destruction in writing) the performance Confidential Information of the Disclosing Party disclosed or transferred to it by the other Party pursuant to this Agreement, within [***] ([***]) days after the termination or expiration of this Agreement by the disclosing Party. As used hereinAgreement; provided, the term “Confidential Information” shall includehowever, but not be limited to, any and all of the following information: that a Party may retain (i) any (a) financial information or (b) information related to hourly supply quantity with respect to SOS hereunder (provided, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-party if such information relates to a time period more than thirty (30) days in the past or to any successor Standard Offer Service provider during the last ten (10 ) Business Days of the Term of Service solely for transition purposes); (ii) any information whether written or in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently reduced to writing and marked “Confidential;” (iv) all business, financial, and commercial information pertaining to the Parties, customers of either or both Parties, providers for either Party or personnel of either Party; and (v) any trade secrets. Confidential Information shall not include information known to either Party prior to obtaining the same from the other Party, information in the public domain, or information obtained by a Party from a third-party who did not, directly or indirectly, receive the same from of the other Party to exercise rights and licenses which expressly survive such termination or expiration pursuant to this Agreement (including, in the case of Celgene as the receiving Party, exercising its rights and licenses under a U.S. License Agreement or from a Party who was under an obligation of confidentiality to the other Party to this Global License Agreement, as applicable, and in such case, Celgene shall not be required to return or information developed by either Party independent of destroy any Confidential Information. The receiving Party shall use the higher Information of the standard Prothena), and (ii) one (1) copy of care that the receiving Party uses to preserve its own all other Confidential Information or a reasonable standard in archives solely for the purpose of care establishing the contents thereof. Without limiting the foregoing, [***] will keep confidential, and will cause its Affiliates and its and their employees, consultants, licensees, sublicensees and professional advisors to prevent unauthorized use or disclosure of such Confidential Information. Each receiving Party shallkeep confidential, upon termination [***] on confidentiality terms at least as protective as the confidentiality provisions of this Agreement and at any time upon the request of the disclosing Party, promptly return or destroy all Confidential Information of the disclosing Party then in its possession(without regard to Section 8.3).

Nondisclosure. 15.1 Neither Party Schrodinger_Univ Hradec Kralove_EULA_ Contract_Final (10DEC2019) In connection with the Hosted Software Service and this Hosted Service Agreement, a party may disclose any have access to information that is confidential to the other party (“Confidential Information”). You acknowledge that Schrödinger may need to permit access to Your Confidential Information obtained pursuant residing in Your Hosted Software Service environment to certain of its employees, representatives, consultants, officers, directors and third party providers (“Representatives”) solely for purposes of meeting Schrödinger’s obligations to You hereunder. Confidential Information hereunder shall be limited to the terms and pricing under the Hosted Service Agreement, Your content and data residing in the Hosted Software Service environment, and all information clearly identified as confidential at the time of disclosure. Notwithstanding any other provision of this Agreement to the contrary, Schrödinger may disclose Your Confidential Information to those of its auditors, investors, potential investors, attorneys and similar persons of each party who have a need to know for purposes of compliance, diligence, audits and similar activities; provided however that any third-party without the express prior written consent such persons are bound by obligations of confidentiality in connection with any disclosure of the other Party, except that disclosures to a Party's employees, officers, directors, advisors, suppliers, subcontractors and agents and the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees pursuant to Section 25 are expressly permitted if deemed necessary for the performance terms of this Agreement by the disclosing PartyAgreement. As used herein, the term “A party’s Confidential Information” shall include, but Information does not be limited to, any and all of the following informationinclude information that: (i) any (a) financial information is or (b) information related to hourly supply quantity with respect to SOS hereunder (provided, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-party if such information relates to a time period more than thirty (30) days in the past or to any successor Standard Offer becomes publicly available without breach of this Hosted Service provider during the last ten (10 ) Business Days of the Term of Service solely for transition purposes)Agreement; (ii) any information whether written or in intangible form that is clearly marked "Proprietary" or “Confidential;” can be shown by documentation to have been known to the receiving party prior to its receipt from the disclosing party; (iii) any oral communication that is subsequently reduced to writing and marked “Confidential;” rightfully received from a third party who did not acquire or disclose such information by a wrongful or tortious act; (iv) all business, financial, and commercial information pertaining can be shown by documentation to have been developed by the Parties, customers of either receiving party without reference to any Confidential Information; or both Parties, providers for either Party or personnel of either Party; and (v) any trade secretsthat the receiving party becomes legally obligated to disclose to a governmental entity with jurisdiction over it; provided that the receiving party will give the disclosing party prompt written notice to allow the disclosing party to seek a protective order or other appropriate remedy. Confidential Information shall not include Such notice must include, without limitation, identification of the information known to either Party prior to obtaining be so disclosed and a copy of the same from the other Party, information in the public domain, or information obtained by a Party from a third-party who did not, directly or indirectly, receive the same from the other Party to this Agreement or from a Party who was under an obligation of confidentiality to the other Party to this Agreement, or information developed by either Party independent of any Confidential Informationorder. The receiving Party shall use the higher of the standard of care that the receiving Party uses party will disclose only such information as is legally required. The parties agree to preserve its own hold each other’s Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Informationin confidence for the applicable TERM. Each receiving Party shall, upon termination of this Agreement and at any time upon the request of the disclosing Party, promptly return or destroy all party agrees to disclose Confidential Information of the disclosing Party then other party only to those Representatives who are required to protect it against unauthorized disclosure in a manner no less protective than under this Hosted Service Agreement. Schrödinger will protect the confidentiality of Your content and data residing in the Hosted Software Service environment in accordance with industry-standard security practices and subject to the security policies of its possessionthird party hosting provider.

Nondisclosure. 15.1 Neither Party may Each party will treat as confidential all Confidential Information of the other party, will not use such Confidential Information except as set forth herein, and will use reasonable efforts not to disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties will use at least the same degree of care that it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care, to prevent the disclosure of Confidential Information disclosed to it by the other party under this Agreement. Each party will promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party's Confidential Information. Notwithstanding the above, neither party will have liability to the other with regard to any Confidential Information obtained pursuant to this Agreement to any third-party without the express prior written consent of the other Partywhich (a) was publicly disclosed or in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party; (b) was known to the receiving party, except that disclosures without restriction, at the time of disclosure; (c) is disclosed with the prior written approval of the other party; (d) was independently developed by the receiving party without any use of the disclosing party's Confidential Information; (e) became known to the receiving party, without restriction, from a Party's employeessource other than the disclosing party, officers, directors, advisors, suppliers, subcontractors and agents and the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees pursuant to Section 25 are expressly permitted if deemed necessary for the performance without breach of this Agreement by the disclosing Party. As used herein, the term “Confidential Information” shall include, but receiving party and otherwise not be limited to, any and all of the following information: (i) any (a) financial information or (b) information related to hourly supply quantity with respect to SOS hereunder (provided, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-party if such information relates to a time period more than thirty (30) days in the past or to any successor Standard Offer Service provider during the last ten (10 ) Business Days of the Term of Service solely for transition purposes); (ii) any information whether written or in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently reduced to writing and marked “Confidential;” (iv) all business, financial, and commercial information pertaining to the Parties, customers of either or both Parties, providers for either Party or personnel of either Party; and (v) any trade secrets. Confidential Information shall not include information known to either Party prior to obtaining the same from the other Party, information in the public domain, or information obtained by a Party from a third-party who did not, directly or indirectly, receive the same from the other Party to this Agreement or from a Party who was under an obligation of confidentiality to the other Party to this Agreement, or information developed by either Party independent of any Confidential Information. The receiving Party shall use the higher of the standard of care that the receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Each receiving Party shall, upon termination of this Agreement and at any time upon the request violation of the disclosing Party, promptly return party's rights; or destroy all (f) is disclosed generally to third parties by the disclosing party without restrictions similar to those contained in this Agreement. A party may disclose the Confidential Information of the other party (A) to those of its agents or employees who need to know such Confidential Information and who have agreed previously, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms substantially similar to those of this Section 10, or (B) to the extent required by the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party will provide prompt notice thereof to the disclosing Party then in its possessionparty to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.

Nondisclosure. 15.1 Neither Party may disclose any Confidential Information obtained pursuant to this Agreement to any third-party without the express prior written consent of the other Party, except that disclosures to a Party's employees, officers, directors, advisors, suppliers, subcontractors and agents and the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees pursuant to Section 25 are expressly permitted if deemed necessary for the performance of this Agreement by the disclosing Party. As used herein, the term “Confidential Information” shall includemeans information or materials disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that are not generally available to the public and which, but not be limited todue to their character and nature, any a reasonable person under like circumstances would treat as confidential. Confidential Information includes, without limitation, this Agreement, the Software, the Services, personal data, source code, object code, information regarding the functionality and all performance of the following Software, benchmark test results regarding the Software, Software usage keys, trade secrets, financial information: , marketing information, customer information, know-how, proprietary tools, proprietary knowledge or proprietary methodologies. Additionally, Confidential Information shall include “Individually Identifiable Health Information” (ias that term is defined in 45 CFR § 164.501) any or “Nonpublic Personal Information” (a) financial information or (b) information related to hourly supply quantity with respect to SOS hereunder (provided, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-party if such information relates to a time period more than thirty (30) days as that term is defined in the past or to any successor Standard Offer Service provider during the last ten (10 ) Business Days Title V of the Term Xxxxx-Xxxxx-Xxxxxx Act of Service solely for transition purposes); (ii1999) any information whether written or in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently reduced to writing and marked “Confidential;” (iv) all business, financial, and commercial information pertaining to Quest may come into contact with while performing the Parties, customers of either or both Parties, providers for either Party or personnel of either Party; and (v) any trade secretsActivities. Confidential Information shall not include information or materials that (a) were, as of the effective date of this Agreement generally known to either the public; (b) become generally known to the public after the effective date of this Agreement other than as a result of the act or omission of the Receiving Party; (c) were known to the Receiving Party without an obligation of confidentiality prior to obtaining that party receiving the same from the other Disclosing Party, information in ; (d) the public domain, or information obtained by a Receiving Party lawfully received from a third-third party who did not, directly without that third party’s breach of agreement or indirectly, receive the same from the other Party to this Agreement or from a Party who was under an obligation of confidentiality to the other Party to this Agreement, trust; or information (e) are or were independently developed by either the Receiving Party independent without access to or use of any the Disclosing Party’s Confidential Information. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction. The receiving Receiving Party shall use not (1) make Confidential Information available to any Affiliates, directors, officers, employees, consultants or representatives (collectively, the higher “Representatives”) who do not have a “need to know” in order to carry out the purposes of this Agreement; (2) otherwise disclose any Confidential Information to any third party without the written consent of the standard Disclosing Party; or (3) use Confidential Information for any purpose other than as contemplated by this Agreement. The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section and shall disclose Confidential Information only to its Representatives who are legally bound to protect the Confidential Information under terms at least as restrictive as those provided herein. The Receiving Party agrees to protect Confidential Information from unauthorized use or disclosure by exercising at least the same degree of care that the receiving Party it uses to preserve protect its own Confidential Information or similar information, but in no event less than a reasonable standard degree of care to prevent care. The Receiving Party shall be liable for any disclosure or other breach in violation of this Agreement by any of its Representatives. The Receiving Party shall promptly notify the Disclosing Party of any known unauthorized use or disclosure of such Confidential Information. Each receiving Party shall, upon termination of this Agreement and at any time upon the request of the disclosing Party, promptly return or destroy all Confidential Information of and will cooperate with the disclosing Disclosing Party then in any litigation brought by the Disclosing Party against third parties to protect its possessionproprietary rights.

Nondisclosure. 15.1 16.1 Neither Party may disclose any Confidential Information obtained pursuant to this Agreement to any third-party without the express prior written consent of the other Party, except that disclosures to a Party's employees, officers, directors, advisors, suppliers, subcontractors and agents and the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees pursuant to Section 25 26 are expressly permitted if deemed necessary for the performance of this Agreement by the disclosing Party. As used herein, the term “Confidential Information” shall include, but not be limited to, any and all of the following information: (i) any (a) financial information or (b) information related to hourly supply quantity with respect to SOS hereunder (provided, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-party if such information relates to a time period more than thirty (30) days in the past or to any successor Standard Offer Service provider during the last ten (10 ) Business Days of the Term of Service solely for transition purposes); (ii) any information whether written or in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently reduced to writing and marked “Confidential;” (iv) all business, financial, and commercial information pertaining to the Parties, customers of either or both Parties, providers for either Party or personnel of either Party; and (v) any trade secrets. Confidential Information shall not include information known to either Party prior to obtaining the same from the other Party, information in the public domain, or information obtained by a Party from a third-party who did not, directly or indirectly, receive the same from the other Party to this Agreement or from a Party who was under an obligation of confidentiality to the other Party to this Agreement, or information developed by either Party independent of any Confidential Information. The receiving Party shall use the higher of the standard of care that the receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Each receiving Party shall, upon termination of this Agreement and at any time upon the request of the disclosing Party, promptly return or destroy all Confidential Information of the disclosing Party then in its possession.

Nondisclosure. 15.1 Neither Party Except as may be required to comply with any applicable Legal Requirement or as set forth in Section 7.2 above, neither Seller nor any of its successors and assigns shall (a) retain any document, databases or other media embodying any Confidential Information which constitutes a part of the Purchased Assets or Assumed Liabilities or use, publish or disclose to any third party any such Confidential Information; provided, that Seller shall be entitled to retain copies of any of the foregoing to the extent necessary in connection with prosecuting or defending any matter not assumed by the Purchaser or related to the Excluded Assets or Excluded Liabilities; or (b) use, publish or disclose any Confidential Information obtained pursuant to this Agreement to concerning the Purchaser or its Affiliates, unless such information is or becomes a matter of public knowledge through no fault of Seller. In the event of any third-party without the express prior written consent of the other Party, except that disclosures to a Party's employees, officers, directors, advisors, suppliers, subcontractors and agents and the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees pursuant to Section 25 are expressly permitted if deemed necessary for the performance termination of this Agreement by the disclosing Party. As used hereinAgreement, the term “Confidential Information” shall include, but not be limited to, any and all of the following information: (i) any (a) financial information or (b) information related to hourly supply quantity with respect to SOS hereunder (provided, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-each party if such information relates to a time period more than thirty (30) days in the past or to any successor Standard Offer Service provider during the last ten (10 ) Business Days of the Term of Service solely for transition purposes); (ii) any information whether written or in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently reduced to writing shall treat as confidential and marked “Confidential;” (iv) all business, financial, proprietary and commercial information pertaining to the Parties, customers of either or both Parties, providers for either Party or personnel of either Party; and (v) any trade secrets. Confidential Information shall not include information known to either Party prior to obtaining the same from the other Party, information in the public domain, disclose or information obtained by a Party from a third-party who did notuse, directly or indirectly, receive the same from in any manner whatsoever, or permit Persons under its control to disclose or to use, any information concerning the other Party party or its respective businesses or products obtained pursuant to or in connection with the Transaction which are the subject matter of this Agreement Agreement, unless such information is or from becomes a Party who was under an obligation matter of confidentiality public knowledge through no fault of such party or can be shown to have been in the possession of such party prior to disclosure by the other party; and (ii) such party shall promptly return to the other Party party upon written request all written information and documents received from any other party, its affiliates, accountants or counsel, in connection with such Transaction, including all copies thereof. Each party acknowledges that there is not an adequate remedy at law for the breach of this Section 7.5 and that, in addition to this Agreementany other remedies available, or information developed by either Party independent of injunctive relief may be granted for any Confidential Informationsuch breach. The receiving Party provisions of this Section 7.5 shall use the higher of the standard of care that the receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Each receiving Party shall, upon survive any termination of this Agreement and at Agreement. Purchaser shall not disclose any time upon the request of the disclosing Party, promptly return or destroy all Confidential Information of relating to the disclosing Party then Category-3 Intellectual Property, Category-4 Intellectual Property, or Category-5 Intellectual Property except as set forth in its possessionSection 7.2 above.

Nondisclosure. 15.1 Neither Each Party may disclose agrees that, during the Term and for a period of [**] years thereafter (or, for any trade secret, for so long as the Disclosing Party maintains such trade secret as a trade secret), a Party (the “Receiving Party”) receiving Confidential Information obtained pursuant to this Agreement of the other Party (the “Disclosing Party”) will (a) maintain in confidence such Confidential Information, (b) not disclose such Confidential Information to any third-party Third Party without the express prior written consent of the other Disclosing Party, except that for disclosures to expressly permitted in this Article 5 and (c) not use such Confidential Information for any purpose except those expressly permitted by this Agreement. Such permitted purposes shall include a Party's employees, officers, directors, advisors, suppliers, subcontractors and agents ’s monitoring its and the employees, officers, directors, advisors and agents of a other Party's affiliates or qualified assignees pursuant to Section 25 are expressly permitted if deemed necessary for ’s compliance with the performance terms of this Agreement and making decisions and determinations as contemplated hereunder. The Parties agree that any Confidential Information disclosed by the disclosing PartyParties or their Affiliates prior to the Effective Date will be Confidential Information within the meaning of, and will be subject to, this Article 5. As used herein, Notwithstanding the term definition of “Confidential Information” shall includein Article 1, but not be limited to, any and all of the following information: (i) any (a) financial information all Confidential Information to the extent it relates solely to the Development, making, having made, use, registering, selling, offering for sale, Commercializing, importing and exporting of Compounds or (b) information related to hourly supply quantity with respect to SOS hereunder (provided, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-party if such information relates to a time period more than thirty (30) days Products in the past Field in the Territory (“Compound Specific Confidential Information”) , whether generated or to any successor Standard Offer Service provider during the last ten (10 ) Business Days of the Term of Service solely for transition purposes); (ii) any information whether written or in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently reduced to writing and marked “Confidential;” (iv) all business, financial, and commercial information pertaining to the Parties, customers of either disclosed by one or both Parties, providers for either will be deemed to be Confidential Information of Vivelix, and Vivelix will be deemed to be the Disclosing Party or personnel of either Party; with respect to such Confidential Information and (vb) any trade secrets. all Confidential Information shall relating to Compounds or Products that is not include information known to either Party prior to obtaining the same from the other Party, information in the public domain, or information obtained by a Party from a third-party who did not, directly or indirectly, receive the same from the other Party to this Agreement or from a Party who was under an obligation of confidentiality to the other Party to this Agreement, or information developed by either Party independent of any Compound Specific Confidential Information. The receiving Party shall use the higher of the standard of care that the receiving Party uses , whether generated or disclosed by one or both Parties, will be deemed to preserve its own be Confidential Information or a reasonable standard of care both Parties, and each Party will be deemed to prevent unauthorized use or disclosure of be the Disclosing Party with respect to such Confidential Information. Each receiving ; provided, however, that (1) Idera shall have the right to use any Confidential Information relating to Compounds or Products, whether Idera is deemed the Disclosing Party shall, upon termination of this Agreement and at any time upon the request of the disclosing or Receiving Party, promptly return or destroy all for research purposes and (2) Idera shall have the right to use any Confidential Information of the disclosing Party then in its possessionthat is not Compound Specific Confidential Information for any lawful purpose.

Nondisclosure. 15.1 Neither Each Party may disclose any agrees that a Party (the “Receiving Party”) receiving Confidential Information obtained pursuant of the other Party (the “Disclosing Party”) shall (a) maintain in confidence such Confidential Information using not less than the efforts such Receiving Party uses to this Agreement maintain in confidence its own proprietary information of similar kind and nature, but in no event less than a reasonable degree of care, (b) not disclose such Confidential Information to any third-party Third Party without the express prior written consent of the other Disclosing Party, except that for disclosures to a Party's employees, officers, directors, advisors, suppliers, subcontractors and agents and the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees expressly permitted pursuant to Section 25 are expressly this Article 7, and (c) not use such Confidential Information for any purpose except to exercise its rights or satisfy its obligations as permitted if deemed necessary for the performance of by this Agreement by and any License Agreement, including, in the disclosing Party. As used hereincase of Gilead, the term “Confidential Information” shall include, but not be limited to, any and all exercise of the following information: rights and licenses (iincluding Options) granted to Gilead hereunder and thereunder (it being understood that this clause (c) shall not create or imply any (a) financial information rights or (b) information related to hourly supply quantity with respect to SOS hereunder (providedlicenses not expressly granted under this Agreement). The obligations of confidentiality, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any thirdnon-party if such information relates to a time period more than thirty (30) days disclosure and non-use under this Section 7.1 shall be in the past or to any successor Standard Offer Service provider full force and effect during the last ten Term and for a period of [***] years thereafter. The Receiving Party will, at the Disclosing Party’s election and instruction, return all copies of or destroy (10 and certify such destruction in writing) Business Days the Confidential Information of the Term of Service solely for transition purposes); (ii) any information whether written Disclosing Party disclosed or in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently reduced transferred to writing and marked “Confidential;” (iv) all business, financial, and commercial information pertaining to the Parties, customers of either or both Parties, providers for either Party or personnel of either Party; and (v) any trade secrets. Confidential Information shall not include information known to either Party prior to obtaining the same from the other Party, information in the public domain, or information obtained it by a Party from a third-party who did not, directly or indirectly, receive the same from the other Party to this Agreement or from a Party who was under an obligation of confidentiality to the other Party pursuant to this Agreement, or information developed by either Party independent of any Confidential Information. The receiving Party shall use the higher within sixty (60) days of the standard of care that the receiving Party uses to preserve its own Confidential Information termination or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Each receiving Party shall, upon termination expiration of this Agreement and at any time upon Agreement; provided, however, that on a Program-by-Program basis, (i) Gilead my retain the request of the disclosing Party, promptly return or destroy all Confidential Information of SR as needed to exercise its rights under the disclosing corresponding License Agreement, if any, and (ii) a Party then may retain one (1) copy of all other Confidential Information in its possessionarchives solely for the purpose of establishing the contents thereof or of the License Agreement; provided, further, that such retained copy shall remain subject to the terms of confidentiality and non-use set forth herein.

Nondisclosure. 15.1 Neither Each Party may disclose (the “Receiving Party”) shall not use for any Confidential Information obtained pursuant to purpose other than performing the System Services under this Agreement to any third-party or divulge, disclose, produce, publish, or permit access to, without the express prior written consent of the other Party (the “Disclosing Party”), except that disclosures to a any confidential information of the Disclosing Party's employees. Confidential information includes, officerswithout limitations, directors, advisors, suppliers, subcontractors and agents and the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees pursuant to Section 25 are expressly permitted if deemed necessary for the performance of this Agreement by the disclosing Party. As used hereinand exhibits hereto, the term “Confidential Information” shall include, but not be limited to, any and all of the following information: (i) any (a) financial information or (b) materials prepared in connection with the System Services performed under this or any related subsequent Agreement, designs, drawings, specifications, techniques, models, data documentation, source code, object code, diagrams, flow charts, research, development, processes, procedures know-how, manufacturing, development or marketing techniques and materials, development or marketing timetables, strategies and development plans, customer, supplier or personnel names and other information related to hourly supply quantity with respect to SOS hereunder (providedcustomers, thatsuppliers or personnel, with respect to (b)pricing policies and financial information, the T&D may disclose such hourly quantity supply and other information to any third-party if such information relates to of a time period more than thirty (30) days in the past similar nature, whether or to any successor Standard Offer Service provider during the last ten (10 ) Business Days of the Term of Service solely for transition purposes); (ii) any information whether written or in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently not reduced to writing and marked “Confidential;” (iv) all business, financialor other tangible form, and commercial information pertaining to the Parties, customers of either or both Parties, providers for either Party or personnel of either Party; and (v) any other trade secrets. Confidential Information shall information does not include (a) information known to either the Receiving Party prior to obtaining the same from the other Disclosing Party, ; (b) information in the public domain, domain at the time of disclosure by the Receiving Party; or (c) information obtained by a the Receiving Party from a third-third party who did notnot receive same, directly or indirectly, receive the same from the other Party to this Agreement or from a Party who was under an obligation of confidentiality to Disclosing Party. the other Party to this Agreement, or information developed by either Party independent of any Confidential Information. The receiving Receiving Party shall use the higher of the standard of care that the receiving Receiving Party uses to preserve its own Confidential Information confidential information or a reasonable standard of care to prevent unauthorized use or disclosure of such confidential information. Notwithstanding anything herein to the contrary, the Receiving Party has the right to disclose Confidential Information. Each receiving Party shall, upon termination of this Agreement and at any time upon Information without the request prior written consent of the disclosing Disclosing Party: (i) as requested or required by any court or other Governmental Authority or by any stock exchange the shares of any Party are listed on, promptly return (ii) as otherwise required by law, (iii) as advisable required in connection with any government or destroy all regulatory filings, including without limitation, filings with any regulating authorities covering the relevant financial markets, (iv) to its attorneys, accountants, financial advisors or other agents, in each case bound by confidentiality obligations, (v) to banks, investors and other financing sources and their advisors, in each case bound by confidentiality obligations, (vi) in connection with an actual prospective merger or acquisition or similar transaction where the party receiving the Confidential Information is bound by confidentiality obligations, or (vii) to the extent necessary or appropriate to allow a Party to enforce its rights under this Agreement. If a Receiving Party believes that it will be compelled by a court or other Governmental Authority to disclose Confidential Information of the disclosing Disclosing Party, it shall give the Disclosing Party then in its possessionprompt written notice so that the Disclosing Party may determine whether to take steps to oppose such disclosure at Disclosing Party’s discretion and sole cost.

Nondisclosure. 15.1 Neither Party may disclose any Confidential Information obtained pursuant to this Agreement to any third-party without the express prior written consent of the other Party, except that disclosures to a Party's employees, officers, directors, advisors, suppliers, subcontractors and agents and the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees pursuant to Section 25 are expressly permitted if deemed necessary for the performance of this Agreement by the disclosing Party. As used herein, the term “Confidential Information” shall include, but not be limited to, any and all of the following information: (i) any (a) financial information or (b) information related to hourly supply quantity with respect to SOS TOUOS hereunder (provided, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-party if such information relates to a time period more than thirty (30) days in the past or to any successor Standard TOU Offer Service provider during the last ten (10 ) Business Days of the Term of Service solely for transition purposes); (ii) any information whether written or in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently reduced to writing and marked “Confidential;” (iv) all business, financial, and commercial information pertaining to the Parties, customers of either or both Parties, providers for either Party or personnel of either Party; and (v) any trade secrets. Confidential Information shall not include information known to either Party prior to obtaining the same from the other Party, information in the public domain, or information obtained by a Party from a third-party who did not, directly or indirectly, receive the same from the other Party to this Agreement or from a Party who was under an obligation of confidentiality to the other Party to this Agreement, or information developed by either Party independent of any Confidential Information. The receiving Party shall use the higher of the standard of care that the receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Each receiving Party shall, upon termination of this Agreement and at any time upon the request of the disclosing Party, promptly return or destroy all Confidential Information of the disclosing Party then in its possession.

Nondisclosure. 15.1 Neither Party Purchaser and Seller recognize and acknowledge that they had in the past, currently have, and in the future may disclose any possibly have, access to certain Confidential Information obtained pursuant to this Agreement to (in such capacity, the “Receiving Party”) of one or more other parties (in such capacity, the “Disclosing Party”) that is valuable, special and unique assets of the Disclosing Party or its businesses. Each Receiving Party agrees that it will keep all Confidential Information it receives from a Disclosing Party confidential and will not permit any third-party of its directors, officers, employees, agents and representatives, including without limitation attorneys, accountants, consultants and financial advisors (collectively, “Advisors”) to, without in each case the express prior written consent of the other Disclosing Party, except that disclosures to a Party's employeesdisclose the Confidential Information in any manner whatsoever, officers, directors, advisors, suppliers, subcontractors and agents and the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees pursuant to Section 25 are expressly permitted if deemed necessary for the performance of this Agreement by the disclosing Party. As used herein, the term “Confidential Information” shall include, but not be limited to, any and all of the following information: (i) any (a) financial information or (b) information related to hourly supply quantity with respect to SOS hereunder (provided, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-party if such information relates to a time period more than thirty (30) days in the past or to any successor Standard Offer Service provider during the last ten (10 ) Business Days of the Term of Service solely for transition purposes); (ii) any information whether written whole or in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently reduced to writing and marked “Confidential;” (iv) all business, financial, and commercial information pertaining to the Parties, customers of either or both Parties, providers for either Party or personnel of either Party; and (v) any trade secrets. Confidential Information shall not include information known to either Party prior to obtaining the same from the other Party, information in the public domain, or information obtained by a Party from a third-party who did not, directly or indirectly, receive the same from the other Party to this Agreement or from a Party who was under an obligation of confidentiality to the other Party to this Agreement, or information developed by either Party independent of any Confidential Information. The receiving Party shall use the higher of the standard of care that the receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Informationpart. Each receiving Receiving Party shall, upon termination of this Agreement and at any time upon the request of the disclosing Party, promptly return or destroy further agrees that all Confidential Information which it receives from any Disclosing Party will not be used by the Receiving Party or its Advisors directly or indirectly for any purpose other than evaluating the transactions contemplated by this agreement and agrees to transmit the Confidential Information only to those Advisors who need to know the Confidential Information for the purpose of evaluating such transactions, who are informed by the Receiving Party of the disclosing confidential nature of the Confidential Information and who are provided with a copy of, and agree to be bound by, the provisions of this ARTICLE 9. The Receiving Party then in shall be responsible for any breach of the provisions of this ARTICLE 9 by any of its possessionAdvisors, and will indemnify and hold harmless the Disclosing Party for any losses, damages, charges, fees or expenses, including reasonable attorney’s fees arising out of or resulting from such breach. Notwithstanding the foregoing, Seller acknowledges and agrees that from and after the Closing Date, Purchaser shall be deemed the owner (and thereby the Disclosing Party) of all Confidential Information related to the Business (except to the extent an Excluded Asset) and that Seller may not divulge, furnish or make available to any third party any such Confidential Information (as well as any other Confidential Information directly related to the Business that is an Excluded Asset) other than as permitted under this Article 9.

Nondisclosure. 15.1 Neither Party The Stockholders, Target and Buyer recognize and acknowledge that they had in the past, currently have, and in the future may disclose any possibly have, access to certain Confidential Information obtained pursuant to this Agreement to (in such capacity, the "Receiving Party") of one or more other parties (in such capacity, the "Disclosing Party") that is valuable, special and unique assets of the Disclosing Party or its businesses. Each Receiving Party agrees that it will keep all Confidential Information it receives from a Disclosing Party confidential and will not permit any third-party of its directors, officers employees, agents and representatives, including without limitation attorneys, accountants, consultants and financial advisors (collectively, "Advisors") to, without in each case the express prior written consent of the other Disclosing Party, except disclose the Confidential Information in any manner whatsoever, in whole or in part. Each Receiving party further agrees that disclosures all Confidential Information which it receives from any Disclosing Party will not be used by the Receiving Party or its Advisors directly or indirectly for any purpose other than evaluating the transactions contemplated by this Agreement and agrees to a Party's employees, officers, directors, advisors, suppliers, subcontractors and agents and transmit the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees pursuant Confidential Information only to Section 25 are expressly permitted if deemed necessary those Advisors who need to know the Confidential Information for the performance purpose of evaluating such transactions, who are informed by the Receiving Party of the confidential nature of the Confidential Information and who are provided with a copy of, and agree to be bound by, the provisions of this Agreement by the disclosing PartyARTICLE 14. As used herein, the term “Confidential Information” The Receiving Party shall include, but not be limited to, responsible for any and all breach of the provisions of this ARTICLE 14 by any of its Advisors, and will indemnify and hold harmless the Disclosing Party for any losses, damages, charges, fees or expenses, including reasonable attorney's fees arising out of or resulting from such breach. This provision shall survive closing and following information: (i) any (a) financial information or (b) information related to hourly supply quantity closing each Stockholder shall be considered a Receiving Party with respect to SOS hereunder (provided, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-party if such information relates to a time period more than thirty (30) days in the past or to any successor Standard Offer Service provider during the last ten (10 ) Business Days of the Term of Service solely for transition purposes); (ii) any information whether written or in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently reduced to writing both Target and marked “Confidential;” (iv) all business, financial, and commercial information pertaining to the Parties, customers of either or both Parties, providers for either Party or personnel of either Party; and (v) any trade secrets. Confidential Information shall not include information known to either Party prior to obtaining the same from the other Party, information in the public domain, or information obtained by a Party from a third-party who did not, directly or indirectly, receive the same from the other Party to this Agreement or from a Party who was under an obligation of confidentiality to the other Party to this Agreement, or information developed by either Party independent of any Buyer Confidential Information. The receiving Party shall use the higher of the standard of care that the receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Each receiving Party shall, upon termination of this Agreement and at any time upon the request of the disclosing Party, promptly return or destroy all Confidential Information of the disclosing Party then in its possession.

Nondisclosure. 15.1 Neither Party During the term of this Agreement, each party may disclose any Confidential Information obtained pursuant be exposed to this Agreement certain information not generally known to any third-party without the express prior written consent of public that the other Partyparty considers and treats or is required to treat as confidential and proprietary, except that disclosures including but not limited to product serial numbers, registration keys or activation codes, user name and passwords, and information that, due to its character or nature, a Party's employees, officers, directors, advisors, suppliers, subcontractors reasonable person in a like position and agents under like circumstances would treat as secret and the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees pursuant to Section 25 are expressly permitted if deemed necessary for the performance of this Agreement by the disclosing Party. As used herein, the term confidential (“Confidential Information” ”). Confidential Information shall include, but not be limited to, any and all of the following informationeither: (i) any (a) financial information marked or otherwise identified as “confidential” or “proprietary” at the time of, or prior to, disclosure or (bii) information related due to hourly supply quantity with respect to SOS hereunder (providedits character or nature, that, with respect to (b)a reasonable person in a like position and under like circumstances as the parties would treat it as secret and confidential. Notwithstanding the foregoing, the T&D may disclose such hourly quantity supply information to any third-party if such information relates to a time period more than thirty (30) days in parties agree that passwords and activation codes are Confidential Information under this Agreement. During the past or to any successor Standard Offer Service provider during the last ten (10 ) Business Days of the Subscription Term of Service solely for transition purposes)this Agreement and at all times after its termination, each party agrees (i) to hold the Confidential Information in confidence; (ii) not to disclose Confidential Information to any information whether written or in intangible form that is clearly marked "Proprietary" or third parties, except for employees and independent contractors who have a “Confidential;need to know” and who have signed agreements containing disclosure and use restrictions no less stringent than those set forth herein; (iii) not to use any oral communication that is subsequently reduced Confidential Information for any purpose except as required to writing and marked “Confidential;” (iv) all business, financialperform under this Agreement, and commercial information pertaining to (iii) immediately notify the Parties, customers other party upon learning of either or both Parties, providers for either Party or personnel any unauthorized use of either Party; and (v) any trade secretsthe other party’s Confidential Information. Confidential Information shall not include (or shall cease to include) information that (i) is or becomes generally known to either Party the public; (ii) was rightfully known to the receiving party prior to obtaining the same its receipt from the other Party, information in disclosing party; (iii) is rightfully furnished to the public domain, or information obtained receiving party by a Party third party without restriction as to use or disclosure; (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (v) is disclosed with the prior written consent of the disclosing party. Nothing in this provision shall prohibit either party from a third-disclosing Confidential Information to the extent required by law provided that the disclosing party who did not, directly or indirectly, receive the same from gives the other Party party prior notice unless prohibited by law. You will be responsible for all activities and charges incurred through the use of Your user name and password, and agree to this Agreement indemnify and hold harmless Trend Micro and its licensors, resellers and/or suppliers from any and all claims, liability, damages, losses and costs (including reasonable attorneys’ fees) as a result of such unauthorized disclosure or from a Party who was under an obligation use. You understand and agree that all data and information contained within the Services and/or the reports (excluding Your Confidential Information) and all information concerning or materially relating to the Services and/or Hardware will be deemed Confidential Information of confidentiality Trend Micro and/or its licensors, resellers and/or suppliers and You may not access, use or refer to any information or data contained within the Services or the reports except for the limited purpose of vulnerability management in accordance with the license You purchased. The parties acknowledge that the restrictions contained herein are reasonable and necessary to protect their legitimate interests and that any violation of these restrictions will cause irreparable damage to the other Party to party. Each party agrees that damages are not an adequate remedy for any violation of this Agreement, or information developed by either Party independent of any Confidential Information. The receiving Party shall use the higher of the standard of care Section 9 and that the receiving Party uses other party will be entitled to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Each receiving Party shall, upon termination of this Agreement and at any time upon the request of the disclosing Party, promptly return or destroy all Confidential Information of the disclosing Party then in its possessionseek injunctive relief against each violation.

Nondisclosure. 15.1 Neither Party By virtue of this Agreement, the Parties may disclose any have access to information that is confidential to one another (“Confidential Information”). Confidential Information obtained pursuant shall include any Dimension Data program licenses, Customer Property, the Dimension Data Property, and all information that would reasonably be considered confidential, including but not limited to Customer’s and Dimension Data’s employees, organization, activities, policies, or products and including any written reports, findings, conclusions, recommendations, or reporting data and analysis prepared by Dimension Data and provided to Customer under this Agreement Agreement. It is the express intent of this Section that neither Party disclose to any third-third party without any information it learns concerning the express prior written consent business of the other Party, except that disclosures to a Party's employees, officers, directors, advisors, suppliers, subcontractors and agents and the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees pursuant to Section 25 are expressly permitted if deemed necessary for Party in the performance of this Agreement by the disclosing Services hereunder. A Party. As used herein, the term “Confidential Information” shall include, but not be limited to, any and all of the following information: (i) any (a) financial information or (b) information related to hourly supply quantity with respect to SOS hereunder (provided, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-party if such information relates to a time period more than thirty (30) days in the past or to any successor Standard Offer Service provider during the last ten (10 ) Business Days of the Term of Service solely for transition purposes); (ii) any information whether written or in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently reduced to writing and marked “Confidential;” (iv) all business, financial, and commercial information pertaining to the Parties, customers of either or both Parties, providers for either Party or personnel of either Party; and (v) any trade secrets. ’s Confidential Information shall not include information known to either Party prior to obtaining that (a) is or becomes a part of the same from public domain through no act or omission of the other Party, information ; or (b) was in the public domain, or information other Party’s lawful possession prior to the disclosure and had not been obtained by a Party from a third-party who did not, directly or indirectly, receive the same from the other Party to this Agreement either directly or indirectly from a Party who was under an obligation of confidentiality the disclosing Party; or (c) is lawfully disclosed to the other Party by a third party without restriction on disclosure; (d) is independently developed by the other Party; or (e) is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law; provided, however that before making such disclosure, the Party of whom disclosure is required shall give the other Party an adequate opportunity to interpose an objection and/or take action to assure confidential handling of such information. Results of benchmark tests run by Customer may not be disclosed unless Dimension Data consents to such disclosure in writing. The Parties agree, both during the term of this Agreement and for a period of two (2) years after termination of this Agreement, or information developed by either Party independent of any to hold each other’s Confidential InformationInformation in confidence. The receiving Parties agree not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than the implementation of this Agreement. Each Party shall agrees to use the higher of the standard same degree of care that the receiving Party it uses to preserve protect its own Confidential Information or confidential information of a similar nature and value, but in no event less than a reasonable standard of care care, to prevent unauthorized use ensure that Confidential Information is not disclosed or disclosure distributed by its employees or agents in violation of such the provisions of this Agreement. Each Party represents that it has, with each of its employees who may have access to any Confidential Information. Each receiving Party shall, upon termination an appropriate agreement sufficient enable it to comply with all of the terms of this Agreement and at any time upon the request of the disclosing Party, promptly return or destroy all Confidential Information of the disclosing Party then in its possessionSection.

Nondisclosure. 15.1 Neither Party The Shareholders, Target and Buyer recognize and acknowledge that they had in the past, currently have, and in the future may disclose any possibly have, access to certain Confidential Information obtained pursuant to this Agreement to (in such capacity, the "Receiving Party") of one or more other parties (in such capacity, the "Disclosing Party") that is valuable, special and unique assets of the Disclosing Party or its business. Each Receiving Party agrees that he, she or it will keep all Confidential Information he, she or it receives from a Disclosing Party confidential and will not permit any third-party of his, her or its directors, officers, employees, agents and representatives, including, without limitation, attorneys, accountants, consultants and financial advisors (collectively, "Advisors") to, without in each case the express prior written consent of the other Disclosing Party, except disclose the Confidential Information in any manner whatsoever, in whole or in part. Each Receiving Party further agrees that disclosures all Confidential Information which he, she or it receives from any Disclosing Party will not be used by the Receiving Party or his, her or its Advisors directly or indirectly for any purpose other than evaluating the transactions contemplated by this Agreement and agrees to a Party's employees, officers, directors, advisors, suppliers, subcontractors and agents and transmit the employees, officers, directors, advisors and agents of a Party's affiliates or qualified assignees pursuant Confidential Information only to Section 25 are expressly permitted if deemed necessary those Advisors who need to know the Confidential Information for the performance purpose of evaluating such transactions, who are informed by the Receiving Party of the confidential nature of the Confidential Information and who are provided with a copy of, and agree to be bound by, the provisions of this Agreement by the disclosing PartyArticle 13. As used herein, the term “Confidential Information” The Receiving Party shall include, but not be limited to, responsible for any and all breach of the provisions of this Article 13 by any of his, her or its Advisors, and will indemnify and hold harmless the Disclosing Party for any losses, damages, charges, fees or expenses, including reasonable attorney's fees, arising out of or resulting from such breach. This provision shall survive the Closing and following information: (i) any (a) financial information or (b) information related to hourly supply quantity the Closing the Shareholders shall be considered a Receiving Party with respect to SOS hereunder (provided, that, with respect to (b), the T&D may disclose such hourly quantity supply information to any third-party if such information relates to a time period more than thirty (30) days in the past or to any successor Standard Offer Service provider during the last ten (10 ) Business Days of the Term of Service solely for transition purposes); (ii) any information whether written or in intangible form that is clearly marked "Proprietary" or “Confidential;” (iii) any oral communication that is subsequently reduced to writing both Target and marked “Confidential;” (iv) all business, financial, and commercial information pertaining to the Parties, customers of either or both Parties, providers for either Party or personnel of either Party; and (v) any trade secrets. Confidential Information shall not include information known to either Party prior to obtaining the same from the other Party, information in the public domain, or information obtained by a Party from a third-party who did not, directly or indirectly, receive the same from the other Party to this Agreement or from a Party who was under an obligation of confidentiality to the other Party to this Agreement, or information developed by either Party independent of any Buyer Confidential Information. The receiving Party shall Notwithstanding anything in this Section 13.1 to the contrary, following the Closing the restrictions set forth in this Section 13.1 will not apply to Buyer's or Targets' use the higher of the standard of care that the receiving Party uses to preserve its own Confidential Information or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information. Each receiving Party shall, upon termination of this Agreement documents and at any time upon the request of the disclosing Party, promptly return or destroy all Confidential Information of the disclosing Party then in its possessioninformation concerning Target's business.