Common use of Nonuse and Nondisclosure Clause in Contracts

Nonuse and Nondisclosure. Consultant will not, during or subsequent to the Term (as defined below) of this Agreement: (a) use the Confidential Information or any work product created in connection with performing the Services (“Work Product”) for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company; or (b) disclose the Confidential Information or Work Product to any third party, without the prior written consent of an authorized representative of the Company; except that Consultant may disclose Confidential Information and Work Product to employees or consultants of the Company who need to know such Confidential Information for the purposes of Consultant performing the Services; provided that, prior to any such disclosure, each such employee or consultant of the Company is subject to written non-use and non-disclosure obligations at least as protective of the Company and the Confidential Information as this Section 2. Consultant agrees that, as between the Company and Consultant, all Confidential Information will remain the sole property of the Company. Consultant hereby assigns all right, title, and interest in and to all Work Product to Company. Consultant also agrees to hold in the strictest confidence, and take all necessary and reasonable precautions to prevent any unauthorized disclosure or use of such Confidential Information or Work Product. Without the Company’s prior written approval, Consultant may disclose the existence, but not the terms, of this Agreement to third parties. Anything to the contrary notwithstanding, Consultant may also disclose Confidential Information to the extent such disclosure is compelled by a court of competent jurisdiction; provided that Consultant (x) promptly (and in any event, prior to such disclosure) notifies the Company of such requirement, (y) uses his/her best efforts to assist Company in seeking a protective order or similar confidential protection as may be available, and (z) only discloses that portion of the Confidential Information that is legally required to be disclosed, and such Confidential Information maintains its confidentiality protection for all other purposes other than such legally compelled disclosure. Consultant acknowledges that the use or disclosure of Confidential Information without the Company’s express written permission will cause the Company irreparable harm and that any breach or threatened breach of this Section 2 by Consultant will entitle the Company to seek to obtain injunctive relief and reasonable attorneys’ fees, in addition to any other legal remedies available to it, in any court of competent jurisdiction.

Nonuse and Nondisclosure. Consultant will notConsultant, during or subsequent to the Term (as defined below) term of this Agreement: , (a) has not used and will not use the Confidential Information or any work product created in connection with performing the Services (“Work Product”) for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company; or Client and (b) has not disclosed and will not disclose the Confidential Information or Work Product to any third party, without the prior written consent of an authorized representative of the Company; except that Consultant may disclose Confidential Information and Work Product to employees or consultants of the Company who need to know such Confidential Information for the purposes of Consultant performing the Services; provided that, prior to any such disclosure, each such employee or consultant of the Company is subject to written non-use and non-disclosure obligations at least as protective of the Company and the Confidential Information as this Section 2. Consultant agrees that, as between the Company Client and Consultant, all Confidential Information will remain the sole property of the Company. Consultant hereby assigns all right, title, and interest in and to all Work Product to CompanyClient. Consultant also agrees to hold in the strictest confidence, and take all necessary and reasonable precautions to prevent any unauthorized disclosure or use of such Confidential Information. If during the provision of Services hereunder, Consultant receives, observes or otherwise comes into possession of information that is protected by privacy laws in any country, including without limitation, the Health Insurance Portability and Accountability Act of 1996 (as may be amended from time to time) in the US or the General Data Protection Regulation 2016/679 in the EU, the parties agree that such information is the Confidential Information or Work Productof Client, and Consultant agrees to fully comply with such laws, including without limitation, maintaining the confidentiality of any protected information. Without the CompanyClient’s prior written approval, Consultant may disclose the existence, but not the terms, of this Agreement to third parties. Anything to the contrary notwithstanding, Consultant may also disclose Confidential Information to the extent such disclosure is compelled required by a court of competent jurisdiction; jurisdiction and provided that Consultant (x) promptly (and in any event, prior to such disclosure) notifies the Company Client of such requirement, (y) uses his/her best efforts to assist Company in seeking a protective order or similar confidential protection as may be available, and (z) only discloses that portion of the Confidential Information that is legally required to be disclosed, and such Confidential Information maintains its confidentiality protection for all other purposes other than such legally compelled disclosure. Consultant acknowledges that the use or disclosure of Confidential Information without the CompanyClient’s express written permission will cause the Company Client irreparable harm and that any material breach or threatened material breach of this Section 2 Agreement by Consultant will entitle the Company Client to seek to obtain injunctive relief and reasonable attorneys’ fees, in addition to any other legal remedies available to it, in any court of competent jurisdiction. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), Consultant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Nonuse and Nondisclosure. Consultant will not3.1. Except as otherwise set forth herein, during or subsequent to the Term (as defined below) of this Agreement: (a) Recipient shall not use the any Confidential Information or any work product created in connection with performing the Services (“Work Product”) of Discloser for any purpose whatsoever other than as necessary for except to evaluate and engage in discussions concerning the performance of the Services on behalf of the Company; or (b) Opportunity. Recipient shall not disclose the any Confidential Information of Discloser to third parties or Work Product to any third partyRecipient’s employees, without except that, subject to Section 4 below, Recipient may disclose Discloser’s Confidential Information to those members, managers, officers, employees, limited partners, financing sources, counsel, investment bankers, and other advisors and other representatives (collectively, “Representatives”) of Recipient who it is deemed necessary by Recipient to have the prior written consent of an authorized representative of information in order to evaluate or engage in discussions concerning the Company; except that Consultant Opportunity, subject to such Representatives being informed of, and agreeing to, the obligations herein. Further, Recipient may disclose Confidential Information and Work Product to employees its consultants or consultants of the Company who need to know such Confidential Information advisors for the purpose of evaluating and/or engaging in the Opportunity, but only if such consultants agree in writing to maintain the confidentiality of such information in accordance with this Agreement or are otherwise required to protect confidential information pursuant to professional obligations (e.g., attorneys). For the purposes of Consultant performing the Services; provided thathereof, prior to any Representative shall also include such disclosureParty’s Affiliates and its and their directors, each such employee or consultant of the Company is subject to written non-use officers, managers, members, limited partners, financing sources, employees, partners, agents, advisors (including, without limitation, financial advisors, counsel and non-disclosure obligations at least as protective of the Company accountants), and controlling Persons and the Confidential Information as this Section 2term the term "Person" shall be broadly interpreted to include, without limitation, any individual, corporation, company, partnership, trust, association, other entity or group. 3.2. Consultant agrees thatThe Discloser intends to maintain the confidentiality, as between the Company and Consultantcommon interest, all Confidential Information will remain the sole property of the Company. Consultant hereby assigns all right, title, and interest in and to all Work Product to Company. Consultant also agrees to hold in the strictest confidence, and take all necessary and reasonable precautions to prevent any unauthorized disclosure or use of such Confidential Information or Work Product. Without the Company’s prior written approval, Consultant may disclose the existence, but not the terms, of this Agreement to third parties. Anything to the contrary notwithstanding, Consultant may also disclose Confidential Information to the extent such disclosure is compelled by a court of competent jurisdiction; provided that Consultant (x) promptly (and in any event, prior to such disclosure) notifies the Company of such requirement, (y) uses his/her best efforts to assist Company in seeking a protective order or similar confidential protection as may be available, and (z) only discloses that portion and/or privilege of the Confidential Information that is legally required it provides to be disclosed, and such Confidential Information maintains its confidentiality protection for all other purposes other than such legally compelled disclosurethe Recipient. Consultant acknowledges The Parties agree that the use or disclosure of Confidential Information without by Discloser to Recipient hereunder is not intended to and shall not constitute a waiver of any applicable attorney-client privilege, work product protection, common interest, and/or any other applicable privilege or immunity belonging to Discloser that would otherwise apply to such Confidential Information, but is being made so that Recipient may evaluate the Company’s express written permission will cause Opportunity. Any violation of the Company irreparable harm and that any breach or threatened breach terms of this Section 2 Agreement by Consultant will entitle the Company to seek to obtain injunctive relief and reasonable attorneys’ feesRecipient or any of its Representatives, in addition including, but not limited to, any inadvertent disclosure of Discloser’s Confidential Information to any person or entity other legal remedies available than Recipient’s Representatives, shall not be deemed to itdestroy or waive any applicable attorney-client privilege, work product privilege, common interest, and/or any other applicable privilege or immunity belonging to Discloser that would otherwise apply to such Confidential Information. Upon the discovery of any disclosure of Confidential Information in any court violation of competent jurisdictionthis Agreement, each Party shall undertake best efforts to restore the confidentiality, privilege, and/or immunity to that disclosed Confidential Information, including the retrieval of all copies thereof.

Nonuse and Nondisclosure. Consultant will not, during or subsequent to the Term (as defined below) of this Agreement: (a) use the Confidential Information or any work product created in connection with performing the Services (“Work Product”) for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company; or (b) disclose the Confidential Information or Work Product to any third party, without the prior written consent of an authorized representative of the Company; except that Consultant may disclose Confidential Information and Work Product to employees of Consultant and/or employees or consultants of the Company Company; in each case, who need to know such Confidential Information for the purposes of Consultant performing the Services; provided thatServices who, prior to any such disclosure, each such employee or consultant of the Company is are subject to written non-use nonuse and non-disclosure obligations at least as protective of the Company and the Confidential Information as this Section 2. Consultant agrees that, as between the Company and Consultant, all Confidential Information will remain the sole property of the Company. Consultant hereby assigns all right, title, and interest in and to all Work Product to Company. Consultant also agrees to hold in the strictest confidence, and take all necessary and reasonable precautions to prevent any unauthorized disclosure or use of such Confidential Information or Work ProductInformation. Without the Company’s prior written approval, Consultant may disclose the existence, but not the terms, of this Agreement to third parties. Anything to the contrary notwithstanding, Consultant may also disclose Confidential Information to the extent such disclosure is compelled by a court of competent jurisdiction; provided that Consultant (x) promptly (and in any event, prior to such disclosure) notifies the Company of such requirement, (y) uses his/her its best efforts to assist Company in seeking a protective order or similar confidential protection as may be available, and (z) only discloses that portion of the Confidential Information that is legally required to be disclosed, and such Confidential Information maintains its confidentiality protection for all other purposes other than such legally compelled disclosure. Consultant acknowledges that the use or disclosure of Confidential Information without the Company’s express written permission will cause the Company irreparable harm and that any breach or threatened breach of this Section 2 by Consultant will entitle the Company to seek to obtain injunctive relief and reasonable attorneys’ fees, in addition to any other legal remedies available to it, in any court of competent jurisdiction.

Nonuse and Nondisclosure. Consultant will not, during or subsequent to During and after the Term (as defined below) term of this Agreement: , Consultant will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant will not (ai) use the Confidential Information or any work product created in connection with performing the Services (“Work Product”) for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company; , or (bii) disclose the Confidential Information or Work Product to any third party, party without the prior written consent of an authorized representative of the Company; , except that Consultant may disclose Confidential Information and Work Product to employees or consultants of the Company who need to any third party on a need-to-know such Confidential Information basis for the purposes of Consultant performing the Services; provided thatprovided, prior to any however, that such disclosure, each such employee or consultant of the Company third party is subject to written non-use and non-non- disclosure obligations at least as protective of the Company and the Confidential Information as this Section Article 2. Consultant agrees that, as between the Company and Consultant, all Confidential Information will remain the sole property of the Company. Consultant hereby assigns all right, title, and interest in and to all Work Product to Company. Consultant also agrees to hold in the strictest confidence, and take all necessary and reasonable precautions to prevent any unauthorized disclosure or use of such Confidential Information or Work Product. Without the Company’s prior written approval, Consultant may disclose the existence, but not the terms, of this Agreement to third parties. Anything to the contrary notwithstanding, Consultant may also disclose Confidential Information to the extent such disclosure is compelled by a court of competent jurisdictionapplicable law; provided that Consultant (x) promptly (and in any eventhowever, prior to such disclosure) notifies the , Consultant shall provide prior written notice to Company of such requirement, (y) uses his/her best efforts to assist Company in seeking and seek a protective order or such similar confidential protection as may be availableavailable under applicable law. Notwithstanding anything to the contrary in this Agreement or in any terms or conditions attached hereto, and should Consultant be compelled to disclose any Confidential Information by applicable law (z) whether in judicial or administrative proceedings or to comply with requirements otherwise imposed by any governmental or regulatory agency), Consultant shall disclose only discloses that portion of the Confidential Information that is legally required to be disclosedrequired, and shall not disclose any such Confidential Information maintains its confidentiality protection for all to any other purposes party other than such the party to which Consultant is legally compelled disclosurerequired to disclose the Confidential Information. Consultant acknowledges agrees that the use or disclosure no ownership of Confidential Information without is conveyed to the Company’s express written permission will cause Consultant. Without limiting the foregoing, Consultant shall not use or disclose any Company irreparable harm and that any breach property, intellectual property rights, trade secrets or threatened breach other proprietary know-how of this Section 2 by Consultant will entitle the Company to seek invent, author, make, develop, design, or otherwise enable others to obtain injunctive relief and reasonable attorneys’ feesinvent, in addition to author, make, develop, or design identical or substantially similar designs or products as those developed under this Agreement for any other legal remedies available to it, in any court third party. Consultant agrees that Consultant’s obligations under this Section 2.B shall continue after the termination of competent jurisdictionthis Agreement.

Nonuse and Nondisclosure. Consultant will not, during or subsequent to the Term (as defined below) of this Agreement: (a) use the Confidential Information or any work product created in connection with performing the Services (“Work Product”) for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company; or (b) disclose the Confidential Information or Work Product to any third party, without the prior written consent of an authorized representative of the Company; except that Consultant may disclose Confidential Information and Work Product to employees or consultants of the Company who need to know such Confidential Information for the purposes of Consultant performing the Services; provided that, prior to any such disclosure, each such employee or consultant of the Company is subject to written non-use and non-disclosure obligations at least as protective of the Company and the Confidential Information as this Section 2. Consultant agrees that, as between the Company and Consultant, all Confidential Information will remain the sole property of the Company. Consultant hereby assigns all right, title, and interest in and to all Work Product to Company. Consultant also agrees to hold in the strictest confidence, confidence and take all necessary and reasonable precautions to prevent any unauthorized disclosure or use of such Confidential Information or Work ProductInformation. Without the Company’s prior written approval, Consultant may disclose the existence, but not the terms, of this Agreement to third parties. Anything to the contrary notwithstanding, Consultant may also disclose Confidential Information to the extent such disclosure is compelled by a court of competent jurisdiction; provided that Consultant (x) promptly (and in any event, prior to such disclosure) notifies the Company of such requirement, (y) uses his/her best efforts to assist Company in seeking a protective order or similar confidential protection as may be available, and (z) only discloses that portion of the Confidential Information that is legally required to be disclosed, and such Confidential Information maintains its confidentiality protection for all other purposes other than such legally compelled disclosure. Consultant acknowledges that the use or disclosure of Confidential Information without the Company’s express written permission will may cause the Company irreparable harm and that that, if so, any breach or threatened breach of this Section 2 by Consultant will entitle the Company to seek to obtain injunctive relief and reasonable attorneys’ fees, in addition to any other legal remedies available to it, in any court of competent jurisdiction.

Nonuse and Nondisclosure. Consultant will not, during or subsequent to the Term (as defined below) of this Agreement: (a) use the Confidential Information or any work product created in connection with performing the Services (“Work Product”) for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company; (b) use any Confidential Information to apply for, secure or perfect any intellectual property rights; (c) attempt to modify or reverse engineer (or otherwise determine the chemical structure or sequence of) any Confidential Information without the prior written consent of Company or (bd) disclose the Confidential Information or Work Product to any third party, without the prior written consent of an authorized representative of the Company; except that Consultant may disclose Confidential Information and Work Product to employees or consultants of the Company who need to know such Confidential Information for the purposes of Consultant performing the Services; provided that, prior to any such disclosure, each such employee or consultant of the Company is subject to written non-use and non-disclosure obligations at least as protective of the Company and the Confidential Information as this Section 2. Consultant agrees that, as between the Company and Consultant, all Confidential Information will remain the sole property of the Company. Consultant hereby assigns all right, title, and interest in and to all Work Product to Company. Consultant also agrees to hold in the strictest confidence, confidence and take all necessary and reasonable precautions to prevent any unauthorized disclosure or use of such Confidential Information or Work Product. Without the Company’s prior written approval, Consultant may disclose the existence, but not the terms, of this Agreement to third partiesInformation. Anything to the contrary notwithstanding, Consultant may also disclose Confidential Information to the extent such disclosure is compelled by law, rule, regulation or a court of competent jurisdiction; provided that Consultant (x) promptly (and in any event, prior to such disclosure) notifies the Company in writing of such requirement, (y) uses his/her her/their best efforts to assist Company in challenging or limiting such disclosure or seeking a protective order or similar confidential protection as may be available, and (z) only discloses that portion of the Confidential Information that is legally required to be disclosed. For the avoidance of doubt, and such Confidential Information maintains its confidentiality protection for all other purposes other than such legally legally-compelled disclosure. Consultant acknowledges that the use or disclosure of Confidential Information without the Company’s express written permission will may cause the Company irreparable harm and that any breach or threatened breach of this Section 2 by Consultant will entitle the Company to seek to obtain injunctive relief and reasonable attorneys’ fees, in addition to any other legal remedies available to it, in any court of competent jurisdictionjurisdiction without having to prove actual damages or post a bond.

Nonuse and Nondisclosure. Consultant will not, during or subsequent to agrees that for a period of ten (10) years from the Term (as defined below) termination of this Agreement: , Consultant will hold in strict confidence and not disclose to any third party any Confidential Information, except as approved in writing by Company; provided, however, that Consultant shall not be obligated to treat as confidential, any Confidential Information that Consultant can prove through written documentation that (i) is known or made available to the public or otherwise is in the public domain at the time of disclosure by Company to Consultant, (ii) becomes part of the public domain after disclosure by Company to Consultant by any means except through breach of this Agreement by Consultant, or by a third party under an obligation of confidentiality to Company, or (iii) has been otherwise known by Consultant prior to communication by Company to Consultant of such information. Confidential Page 1 Form Modified September 2020 (a) Consultant shall not use the any Confidential Information or any work product created in connection with performing the Services (“Work Product”) provided to Consultant for any reason or purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company; or (b) disclose , and shall make no other use of the Confidential Information or Work Product to any third party, without the prior written consent of an authorized representative of the Company; except that Consultant may disclose Confidential Information and Work Product to employees or consultants of the Company who need to know such Confidential Information for the purposes of Consultant performing the Services; provided that, prior to any such disclosure, each such employee or consultant of the Company is subject to written non-use and non-disclosure obligations at least as protective of the Company and the Confidential Information as this Section 2Information. Consultant agrees that, as between the Company and Consultant, all Confidential Information will remain the sole property of the Company. Consultant hereby assigns all right, title, and interest in and to all Work Product to Company. Consultant also agrees to hold in the strictest confidence, and take all necessary and reasonable precautions to prevent any unauthorized disclosure or use of such Confidential Information or Work ProductInformation. Without the Company’s prior written approval, Consultant may disclose the existence, but not the terms, of this Agreement to third parties. Anything . (b) In the event a court or governmental agency legally compels Consultant to the contrary notwithstandingdisclose Confidential Information, Consultant may also disclose Confidential Information to the extent such disclosure is compelled by a court of competent jurisdiction; provided that Consultant (x) shall promptly (and in any event, prior to such disclosure) notifies the inform Company of such requirementthe compelled disclosure, (y) uses his/her best efforts to assist so that Company in seeking may seek a protective order or similar confidential protection as may be availableother remedy, and (z) Consultant agrees to cooperate with Company in any proceeding to obtain a protective order or other remedy. If, in the absence of a protective order or other remedy, Consultant is nonetheless, in the opinion of Consultant’s legal counsel, compelled to disclose Confidential Information, Consultant may disclose only discloses that portion of the Confidential Information that such counsel advises Consultant is legally required to be disclosed. In such an event, and such Consultant shall give to Company written notice of the Confidential Information maintains to be disclosed as far in advance of its confidentiality protection for all other purposes other than such legally compelled disclosure. Consultant acknowledges that the use or disclosure of Confidential Information without the as is practicable and, upon Company’s express written permission will cause the Company irreparable harm and that any breach or threatened breach of this Section 2 by request, Consultant will entitle the Company to seek shall use reasonable commercial efforts to obtain injunctive relief and reasonable attorneys’ fees, in addition assurances that confidential treatment will be accorded to any other legal remedies available to it, in any court of competent jurisdictionsuch information.

Nonuse and Nondisclosure. Consultant will not, during or subsequent to agrees that for a period of ten (10) years from the Term (as defined below) termination of this Agreement: , Consultant will hold in strict confidence and not disclose to any third party any Confidential Information, except as approved in writing by Company; provided, however, that Consultant shall not be obligated to treat as confidential, any Confidential Information that Consultant can prove through written documentation that (i) is known or made available to the public or otherwise is in the public domain at the time of disclosure by Company to Consultant, (ii) becomes part of the public domain after disclosure by Company to Consultant by any means except through breach of this Agreement by Consultant, or by a third party under an obligation of confidentiality to Company, or (iii) has been otherwise known by Consultant prior to communication by Company to Consultant of such information. (a) Consultant shall not use the any Confidential Information or any work product created in connection with performing the Services (“Work Product”) provided to Consultant for any reason or purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company; or (b) disclose , and shall make no other use of the Confidential Information or Work Product to any third party, without the prior written consent of an authorized representative of the Company; except that Consultant may disclose Confidential Information and Work Product to employees or consultants of the Company who need to know such Confidential Information for the purposes of Consultant performing the Services; provided that, prior to any such disclosure, each such employee or consultant of the Company is subject to written non-use and non-disclosure obligations at least as protective of the Company and the Confidential Information as this Section 2Information. Consultant agrees that, as between the Company and Consultant, all Confidential Information will remain the sole property of the Company. Consultant hereby assigns all right, title, and interest in and to all Work Product to Company. Consultant also agrees to hold in the strictest confidence, and take all necessary and reasonable precautions to prevent any unauthorized disclosure or use of such Confidential Information or Work ProductInformation. Without the Company’s prior written approval, Consultant may disclose the existence, but not the terms, of this Agreement to third parties. Anything . (b) In the event a court or governmental agency legally compels Consultant to the contrary notwithstandingdisclose Confidential Information, Consultant may also disclose Confidential Information to the extent such disclosure is compelled by a court of competent jurisdiction; provided that Consultant (x) shall promptly (and in any event, prior to such disclosure) notifies the inform Company of such requirementthe compelled disclosure, (y) uses his/her best efforts to assist so that Company in seeking may seek a protective order or similar confidential protection as may be availableother remedy, and (z) Consultant agrees to cooperate with Company in any proceeding to obtain a protective order or other remedy. If, in the absence of a protective order or other remedy, Consultant is nonetheless, in the opinion of Consultant’s legal counsel, compelled to disclose Confidential Information, Consultant may disclose only discloses that portion of the Confidential Information that such counsel advises Consultant is legally required to be disclosed. In such an event, and such Consultant shall give to Company written notice of the Confidential Information maintains to be disclosed as far in advance of its confidentiality protection for all other purposes other than such legally compelled disclosure. Consultant acknowledges that the use or disclosure of Confidential Information without the as is practicable and, upon Company’s express written permission will cause the Company irreparable harm and that any breach or threatened breach of this Section 2 by request, Consultant will entitle the Company to seek shall use reasonable commercial efforts to obtain injunctive relief and reasonable attorneys’ fees, in addition assurances that confidential treatment will be accorded to any other legal remedies available to it, in any court of competent jurisdictionsuch information.

Nonuse and Nondisclosure. Consultant will not, during or subsequent to During and after the Term (as defined below) term of this Agreement: , Consultant will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant will not (ai) use the Confidential Information or any work product created in connection with performing the Services (“Work Product”) for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company; , or (bii) subject to Consultant’s right to engage in Protected Activity (as defined below), disclose the Confidential Information or Work Product to any third party, party without the prior written consent of an authorized representative of the Company; , except that Consultant may disclose Confidential Information and Work Product to employees of Consultant and/or employees or consultants of the Company who need to Company; in each case on a need-to-know such Confidential Information basis for the purposes of Consultant performing the Services; provided thatprovided, prior to any however, that such disclosure, each such employee of Consultant and/or employee or consultant of the Company is subject to written non-use and non-disclosure obligations at least as protective of the Company and the Confidential Information as this Section 2. Consultant agrees that, as between the Company and Consultant, all Confidential Information will remain the sole property of the Company. Consultant hereby assigns all right, title, and interest in and to all Work Product to Company. Consultant also agrees to hold in the strictest confidence, and take all necessary and reasonable precautions to prevent any unauthorized disclosure or use of such Confidential Information or Work Product. Without the Company’s prior written approval, Consultant may disclose the existence, but not the terms, of this Agreement to third parties. Anything to the contrary notwithstanding, Consultant may also disclose Confidential Information to the extent such disclosure is compelled by a court of competent jurisdictionapplicable law; provided that Consultant (x) promptly (and in any eventhowever, prior to such disclosure) notifies the , Consultant shall provide prior written notice to Company of such requirement, (y) uses his/her best efforts to assist Company in seeking and seek a protective order or such similar confidential protection as may be available, and (z) only discloses that portion of the Confidential Information that is legally required to be disclosed, and such Confidential Information maintains its confidentiality protection for all other purposes other than such legally compelled disclosureavailable under applicable law. Consultant acknowledges agrees that the use or disclosure no ownership of Confidential Information without is conveyed to the Company’s express written permission will cause Consultant. Without limiting the foregoing, Consultant shall not use or disclose any Company irreparable harm and that any breach property, intellectual property rights, trade secrets or threatened breach other proprietary know-how of this Section 2 by Consultant will entitle the Company to seek invent, author, make, develop, design, or otherwise enable others to obtain injunctive relief and reasonable attorneys’ feesinvent, in addition to author, make, develop, or design identical or substantially similar designs as those developed under this Agreement for any other legal remedies available to it, in any court third party. Consultant agrees that Consultant’s obligations under this Section 2.B shall continue after the termination of competent jurisdictionthis Agreement.

Nonuse and Nondisclosure. During and after the Term, Consultant will nothold in the strictest confidence, during and take all reasonable precautions to prevent any unauthorized use or subsequent to the Term disclosure of Confidential Information, and Consultant will not (as defined below) of this Agreement: (ai) use the Confidential Information or any work product created in connection with performing the Services (“Work Product”) for any purpose whatsoever other than as necessary for the performance of the Consulting Services on behalf of the Company; or (bii) subject to Consultant’s right to engage in Protected Activity (as defined below), disclose the Confidential Information or Work Product to any third party, party without the prior written consent of an authorized representative of the Company; , except that Consultant may disclose Confidential Information and Work Product to employees or consultants of the Company who need to any third party on a need-to-know such Confidential Information basis for the purposes of Consultant performing the Consulting Services; provided thatprovided, prior to any however, that such disclosure, each such employee or consultant of the Company third party is subject to written non-use and non-disclosure obligations at least as protective of the Company and the Confidential Information as this Section 2. Consultant agrees that, as between the Company and Consultant, all 9; or (iii) place any Confidential Information will remain obtained for the sole property first time after the date hereof on any personal device without the express written permission of the Company. Consultant hereby assigns all right, title, and interest in and to all Work Product to Company. Consultant also agrees to hold in the strictest confidence, and take all necessary and reasonable precautions to prevent any unauthorized disclosure or use of such Confidential Information or Work Product. Without the Company’s prior written approval, Consultant may disclose the existence, but not the terms, of this Agreement to third parties. Anything to the contrary notwithstanding, Consultant may also disclose Confidential Information to the extent such disclosure is compelled required by a court of competent jurisdictionapplicable law; provided that Consultant (x) promptly (and in any eventhowever, prior to such disclosure) notifies , Consultant shall provide prior written notice to the Company of such requirement, (y) uses his/her best efforts so that the Company may elect to assist Company in seeking seek a protective order or such similar confidential protection as may be availableavailable under applicable law, and (z) only discloses provided further, that portion of the Confidential Information that is legally such written notice shall not be required in connection with information required to be disclosed, and such Confidential Information maintains its confidentiality protection for all other purposes other than such legally compelled disclosureprovided in connection with the Delaware Litigation. Consultant acknowledges agrees that the use or disclosure no ownership of Confidential Information without is conveyed to Consultant. Without limiting the Company’s express written permission will cause the foregoing, Consultant shall not use or disclose any Company irreparable harm and that any breach property, intellectual property rights, trade secrets or threatened breach other proprietary know-how of this Section 2 by Consultant will entitle the Company to seek invent, author, make, develop, design, or otherwise enable others to obtain injunctive relief invent, author, make, develop, or design identical or substantially similar designs as those developed under this Agreement for any third party. Consultant agrees that Consultant’s obligations under this Section 9.B shall continue after the termination of this Agreement. For the avoidance of doubt, nothing in this Agreement is intended to prevent Consultant from providing Confidential Information or other information in response to Legal Requirements in connection with (a) the Delaware Litigation or (b) any Legal Proceeding if such Legal Proceeding has not been initiated by, on behalf of or at the direct or indirect suggestion of such party or any of its representatives; provided, however, that in the event any party or any of its representatives receives such Legal Requirement, such party shall give prompt written notice of such Legal Requirement to the other party (except (i) Legal Requirements in connection with the Delaware Litigation or (ii) where such notice would be legally prohibited or not practicable); and reasonable attorneys’ feesprovided further that nothing in this Agreement precludes Consultant from providing his attorneys information about this Agreement, the negotiations that led to this Agreement, or the Non-Disclosure Agreement the Parties entered in addition to any other legal remedies available to it, in any court of competent jurisdictionconnection with negotiating this Agreement.

Nonuse and Nondisclosure. Consultant will not, during or subsequent to agrees that for a period of ten (10) years from the Term (as defined below) termination of this Agreement: , Consultant will hold in strict confidence and not disclose to any third party any Confidential Information, except as approved in writing by Company; provided, however, that Consultant shall not be obligated to treat as confidential, any Confidential Information that (i) is known or made available to the public or otherwise is in the public domain at the time of disclosure by Company to Consultant, (ii) becomes part of the public domain after disclosure by Company to Consultant by any means except through breach of this Agreement by Consultant, or by a third party under an obligation of confidentiality to Company, or (iii) has been otherwise known by Consultant prior to communication by Company to Consultant of such information. ​ Confidential Page 1 Form Modified September 2020 ​ (a) Consultant shall not use the any Confidential Information or any work product created in connection with performing the Services (“Work Product”) provided to Consultant for any reason or purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company; or (b) disclose , and shall make no other use of the Confidential Information or Work Product to any third party, without the prior written consent of an authorized representative of the Company; except that Consultant may disclose Confidential Information and Work Product to employees or consultants of the Company who need to know such Confidential Information for the purposes of Consultant performing the Services; provided that, prior to any such disclosure, each such employee or consultant of the Company is subject to written non-use and non-disclosure obligations at least as protective of the Company and the Confidential Information as this Section 2Information. Consultant agrees that, as between the Company and Consultant, all Confidential Information will remain the sole property of the Company. Consultant hereby assigns all right, title, and interest in and to all Work Product to Company. Consultant also agrees to hold in the strictest confidence, and take all necessary and reasonable precautions to prevent any unauthorized disclosure or use of such Confidential Information or Work ProductInformation. Without the Company’s prior written approval, Consultant may disclose the existence, but not the terms, of this Agreement to third parties. Anything . (b) In the event a court or governmental agency legally compels Consultant to the contrary notwithstandingdisclose Confidential Information, Consultant may also disclose Confidential Information to the extent such disclosure is compelled by a court of competent jurisdiction; provided that Consultant (x) shall promptly (and in any event, prior to such disclosure) notifies the inform Company of such requirementthe compelled disclosure, (y) uses his/her best efforts to assist so that Company in seeking may seek a protective order or similar confidential protection as may be availableother remedy, and (z) Consultant agrees to cooperate with Company in any proceeding to obtain a protective order or other remedy. If, in the absence of a protective order or other remedy, Consultant is nonetheless, in the opinion of Consultant’s legal counsel, compelled to disclose Confidential Information, Consultant may disclose only discloses that portion of the Confidential Information that such counsel advises Consultant is legally required to be disclosed. In such an event, and such Consultant shall give to Company written notice of the Confidential Information maintains to be disclosed as far in advance of its confidentiality protection for all other purposes other than such legally compelled disclosure. Consultant acknowledges that the use or disclosure of Confidential Information without the as is practicable and, upon Company’s express written permission will cause the Company irreparable harm and that any breach or threatened breach of this Section 2 by request, Consultant will entitle the Company to seek shall use reasonable commercial efforts to obtain injunctive relief and reasonable attorneys’ fees, in addition assurances that confidential treatment will be accorded to any other legal remedies available to it, in any court of competent jurisdictionsuch information.

Nonuse and Nondisclosure. Consultant The receiving party will not, during or subsequent to the Term (as defined below) of this Agreement: (a) use the Confidential Information or any work product created in connection with performing of the Services (“Work Product”) for any purpose whatsoever other than as necessary disclosing party solely for the performance Purpose, but not to the detriment of the Services on behalf disclosing party or the benefit of the Company; or (b) disclose a third party. The receiving party will hold the Confidential Information or Work Product to any third partyof the disclosing party in strict confidence, and will not, without the prior written consent of an authorized representative the disclosing party, copy, or provide or disclose to any third party, all or any portion thereof; provided, however, that, to the extent reasonably necessary for the receiving party to engage in discussions with the disclosing party concerning the Purpose, the receiving party may make tangible copies of any such Confidential Information; provided, further, however, that all such copies shall be subject in all respects to the provisions of Section 5 (Return of Documents) hereof. Without limiting the foregoing, the receiving party will protect Confidential Information of the Company; except disclosing party from reproduction, use, or disclosure other than as permitted herein, including but not limited to taking all steps that Consultant the receiving party takes to protect its own information that it considers confidential, proprietary, and/or trade secret. The receiving party may disclose Confidential Information and Work Product to employees or consultants of the Company who disclosing party to the employees, officers, directors, and agents (collectively, "Representatives") of the receiving party with a bona fide need to know such Confidential Information Information, but only to the extent necessary for the purposes of Consultant performing receiving party to work on the ServicesPurpose; provided provided, however, that, prior to any such disclosuredisclosure to the applicable Representative, disclosing party represents that each such employee or consultant of the Company is subject to written non-Representative shall be bound by restrictions on use and non-disclosure obligations at least as protective of the Company and the such Confidential Information as this Section 2. Consultant agrees thatthose imposed on the receiving party herein, as between the Company and Consultant, all Confidential Information will remain the sole property without any right of the Company. Consultant hereby assigns all right, titlefurther disclosure, and interest in and to all Work Product to Companythe receiving party remains responsible for procuring that its Representatives comply with such restrictions. Consultant also agrees to hold in the strictest confidence, and take all necessary and reasonable precautions to prevent The receiving party shall be liable for any damage caused by or resulting from any unauthorized disclosure or use of the Confidential Information by the receiving party's Representatives. If the receiving party becomes obliged to disclose such Confidential Information to any governmental authority, court, or Work Product. Without other tribunal or applicable securities exchange, the Company’s prior written approvalreceiving party promptly shall notify the disclosing party, Consultant may disclose the existence, but not the terms, of this Agreement to third parties. Anything to the contrary notwithstanding, Consultant may also disclose Confidential Information to the extent such disclosure is compelled reasonably practicable under the circumstances and not otherwise prohibited by a court applicable law, so that the disclosing party may seek an appropriate protective order or other remedy to resist or narrow the scope of competent jurisdiction; provided that Consultant (x) promptly (and in any event, prior to such the required disclosure) notifies . In the Company absence of such requirement, (y) uses his/her best efforts to assist Company in seeking a protective order or similar confidential protection as may be availableother remedy, and (z) only discloses that the receiving party shall limit any such disclosure to such portion of the Confidential Information that as is legally required by laws or the rules of any applicable securities exchange to be disclosed and take reasonable steps in any such disclosure to have the entity requiring such disclosure to protect to the greatest extent possible the confidentiality of all information so disclosed. Any such disclosure by the receiving party shall in no event otherwise change, and alter or diminish the confidential, proprietary, and/or trade secret status of such Confidential Information maintains its confidentiality protection for all other purposes other than Information, or treatment as such legally compelled disclosure. Consultant acknowledges that by the use or disclosure of Confidential Information without the Company’s express written permission will cause the Company irreparable harm and that any breach or threatened breach of receiving party, under this Section 2 by Consultant will entitle the Company to seek to obtain injunctive relief and reasonable attorneys’ fees, in addition to any other legal remedies available to it, in any court of competent jurisdictionAgreement.