Common use of Obligation of Confidentiality Clause in Contracts

Obligation of Confidentiality. Recipient shall not disclose to any third party not permitted hereunder, any Confidential Information supplied or made available by Provider, its attorneys, employees, representatives, agents, Affiliates, consultants or clients. Recipient agrees that it will not use any Confidential Information for any purpose other than in connection with the Transaction. Recipient agrees that it will hold the Confidential Information in confidence and, unless Provider otherwise consents in writing, it will not disclose Confidential Information other than to its employees, officers, attorneys and (x), in the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed of the confidential nature of the Confidential Information and the obligations of confidentiality provided in this Agreement. Customer may disclose Confidential Information to an Affiliate, consultant or client only upon demonstrating to Tri-State that (a) the Affiliate, consultant or client has satisfied the requirement of Section 4, if applicable and (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient or its Authorized Persons may disclose Confidential Information to the extent that Recipient or its Authorized Persons concludes in good faith that such disclosure is required as a matter of law, subject to Section 5 below. Affiliate shall mean, with respect to a corporation, partnership, or other entity, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entity.

Obligation of Confidentiality. Recipient shall not disclose to any third party not permitted hereunder, any Confidential Information supplied or made available by Provider, its attorneys, employees, representatives, agents, Affiliates, consultants or clients. Recipient Executive acknowledges and agrees that it will not use any Confidential Information for any purpose other than in connection with the Transaction. Recipient agrees that it will hold the Confidential Information in confidence and, unless Provider otherwise consents in writing, it will not disclose Confidential Information other than to its employees, officers, attorneys and (x), in the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed of the confidential nature all of the Confidential Information constitutes special, unique and valuable assets of the obligations Company and trade secrets, the disclosure of confidentiality provided in this Agreementwhich would cause irreparable harm and substantial loss to the Company and its affiliates. Customer may In view of the foregoing, Executive agrees that at no time will Executive, directly or indirectly, and whether during or after his or her employment with the Company, use, reveal, disclose or make known any Confidential Information without specific written authorization from or written direction by the Company. Executive further agrees that, immediately upon termination or expiration of his or her employment for any reason whatsoever, or at any time upon request by the Company, Executive will return to the Company all Confidential Information. Notwithstanding the foregoing, any restriction on Executive’s use, disclosure, or conveyance of Confidential Information shall not apply to (i) any Confidential Information that enters the public domain through no fault of Executive’s or any person affiliated with Executive; (ii) any Confidential Information that Executive is required to disclose pursuant to applicable law or legal process, an Affiliateorder of a court of competent jurisdiction or a government agency having appropriate authority, consultant solely to the extent necessary to comply with such order; and (iii) any use or client only upon demonstrating to Tri-State that disclosure, during the course of Executive’s service with the Company of Confidential Information made necessary by the proper conduct of the business of the Company and consistent with the instructions of the Company. Nothing herein shall prohibit Executive from providing information in connection with: (a) the Affiliate, consultant any disclosure of information required by law or client has satisfied the requirement of Section 4, if applicable and legal process; (b) reporting possible violations of federal or state law or regulation to any governmental agency, commission or entity or self-regulatory organization (collectively “Government Agencies”) (c) filing a charge or complaint with Government Agencies; (d) making disclosures that are protected under the Affiliate, consultant whistleblower provisions of federal or client has signed state law or regulation (collectively the Confidentiality Statement, and only after Customer receives a written acknowledgement of such “Whistleblower Statutes”); or (e) from Tri-State. Recipient shall be responsible responding to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient or its Authorized Persons may disclose Confidential Information to the extent that Recipient or its Authorized Persons concludes in good faith that such disclosure is required as a matter of law, subject to Section 5 below. Affiliate shall mean, with respect to a corporation, partnershipinquiry from, or other entityassisting in any inquiry, each such other corporation, partnership, investigation or other entity that directly, or indirectly, proceeding brought by Government Agencies in connection with (a) through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entity(e).

Obligation of Confidentiality. Recipient shall I understand and agree that my employment creates a relationship of confidence and trust between the Company and me with respect to (i) all Proprietary Information, and (ii) the confidential information of others with which the Company has a business relationship. At all times, both during my employment by the Company and after the termination of my employment (whether voluntary or involuntary), I will keep in confidence and trust all such information, and I will not use, reveal, communicate, or disclose any such Proprietary Information or confidential information to anyone or any entity, without the written consent of the Company, unless I am ordered to make disclosure by a court of competent jurisdiction. Notwithstanding the foregoing, I understand that nothing in this Agreement prohibits me from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. In connection with any such activity, I must identify any information that is confidential and ask the Regulator for confidential treatment of such information. Despite the foregoing, I am not permitted to reveal to any third party not permitted hereunderparty, including any Confidential Information supplied governmental, law enforcement, or made available by Providerregulatory authority, its attorneys, employees, representatives, agents, Affiliates, consultants or clients. Recipient agrees that it will not use any Confidential Information for any purpose other than in connection information employee came to learn during the course of my employment with the TransactionCompany that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege, attorney work product doctrine and/or other applicable legal privileges. Recipient agrees that it will hold The Company does not waive any applicable privileges or the Confidential Information in confidence andright to continue to protect its privileged attorney-client information, unless Provider otherwise consents in writingattorney work product, it will not disclose Confidential Information and other than privileged information. Notwithstanding any other provisions of this Agreement, pursuant to its employees, officers, attorneys and (x18 USC Section 1833(b), in I shall not be held criminally or civilly liable under any federal or state trade secret law for the case disclosure of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed trade secret of the confidential nature of the Confidential Information and the obligations of confidentiality provided in this Agreement. Customer may disclose Confidential Information to an Affiliate, consultant or client only upon demonstrating to Tri-State Company that is made: (a) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the Affiliate, consultant purpose of reporting or client has satisfied the requirement investigating a suspected violation of Section 4, if applicable and law; or (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives in a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand complaint or other formal process) to disclose any Confidential Informationdocument filed in a lawsuit or other proceeding, Recipient or its Authorized Persons may disclose Confidential Information to if such filing is made under seal. If I file a lawsuit for retaliation by the extent that Recipient or its Authorized Persons concludes in good faith that such disclosure is required as Company for reporting a matter suspected violation of law, subject I may disclose a trade secret of the Company to Section 5 below. Affiliate shall meanmy attorney and use the trade secret information in related court proceedings, with respect provided that I file any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to a corporation, partnership, or other entity, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entitycourt order.

Obligation of Confidentiality. Recipient shall not disclose to any third party not permitted hereunder, any Confidential Information supplied or made available by Provider, its attorneys, employees, representatives, agents, Affiliates, consultants or clients. Recipient agrees You acknowledge and agree that it will not use any Confidential Information for any purpose other than in connection with the Transaction. Recipient agrees that it will hold the Confidential Information in confidence and, unless Provider otherwise consents in writing, it will not disclose Confidential Information other than to its employees, officers, attorneys and (x), in the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached heretoa) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed of the confidential nature all of the Confidential Information constitutes special, unique and valuable assets of Acacia and trade secrets, the obligations disclosure of confidentiality which would cause irreparable harm and substantial loss to Acacia and/or its affiliates. In view of the foregoing, You agree that at no time will You, directly or indirectly, and whether during or after your employment with Acacia, use, reveal, disclose or make known any Confidential Information without specific written authorization from or written direction by Acacia. You further agree that, immediately upon termination or expiration of your employment for any reason whatsoever, or at any time upon request by Acacia, You will return to Acacia all Confidential Information. Notwithstanding the foregoing, any restriction on Your use, disclosure, or conveyance of Confidential Information shall not apply to (i) any Confidential Information that enters the public domain through no fault of Yours or any person affiliated with You; (ii) any Confidential Information that You are required to disclose pursuant to applicable law or legal process, an order of a court of competent jurisdiction or a government agency having appropriate authority, solely to the extent necessary to comply with such order; and (iii) any use or disclosure, during the course of Your service with Acacia of Confidential Information made necessary by the proper conduct of the business of Acacia and consistent with the instructions of Acacia. Nothing in any code, agreement, manual or in any other policies, procedures or agreements of Acacia or its affiliates shall prohibit or restrict You or Your counsel from providing information in connection with: (a) any disclosure of information required by law or legal process; (b) reporting possible violations of federal or state law or regulation to any governmental agency, commission or entity or self-regulatory organization (collectively “Government Agencies”) (c) filing a charge or complaint with Government Agencies; (d) making disclosures that are protected under the whistleblower provisions of federal or state law or regulation (collectively the “Whistleblower Statutes”); or (e) from initiating communications directly with, responding to any inquiry from, volunteering information to, testifying or otherwise participating in or assisting in any inquiry, investigation or proceeding brought by Government Agencies in connection with (a) through (e). You are not required to advise or seek permission from Acacia or its affiliates before engaging in any activity set forth in (a) through (e). Further, Acacia and its affiliates do not in any manner limit Your right to receive an award from Government Agencies for information provided in this Agreementto Government Agencies or pursuant to the Whistleblower Statutes. Customer may disclose In no event shall You be prohibited from disclosing Confidential Information to an Affiliate, consultant Your legal advisors or client only upon demonstrating to Tri-State that (a) from providing information regarding Your compensation or the Affiliate, consultant or client has satisfied the requirement of Section 4, if applicable and (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach terms of this Agreement by its Authorized Persons. In the event that Recipient to any financial or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient or its Authorized Persons may disclose Confidential Information to the extent that Recipient or its Authorized Persons concludes in good faith that such disclosure is required as a matter of law, subject to Section 5 below. Affiliate shall mean, with respect to a corporation, partnership, or other entity, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entitytax advisors.

Obligation of Confidentiality. Recipient shall not disclose to any third party not permitted hereunder, any Confidential Information supplied or made available by Provider, its attorneys, employees, representatives, agents, Affiliates, consultants or clients. Recipient agrees that it will not use any Confidential Information for any purpose other than in connection with the Transaction. Recipient agrees that it will hold the Confidential Information in confidence and, unless Provider otherwise consents in writing, it will not disclose Confidential Information other than to its employees, officers, attorneys and (x), in the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed of the confidential nature of the Confidential Information and the obligations of confidentiality provided in this Agreement. Customer may disclose Confidential Information to an Affiliate, consultant or client only upon demonstrating to Tri-State that (a) the Affiliate, consultant or client has satisfied the requirement of Section 4, if applicable applicable; and (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient or its Authorized Persons may disclose Confidential Information to the extent that Recipient or its Authorized Persons concludes in good faith that such disclosure is required as a matter of law, subject to Section 5 below. Affiliate shall mean, with respect to a corporation, partnership, partnership or other entity, each such other corporation, partnership, partnership or other entity that directly, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, partnership or other entity.

Obligation of Confidentiality. Recipient shall I understand and agree my employment creates a relationship of confidence and trust between the Company and me with respect to (i) all Proprietary Information, and (ii) the confidential information of others with which the Company has a business relationship. At all times, both during my employment by the Company and after the termination of my employment (whether voluntary or involuntary), I will keep in confidence and trust all such information, and I will not use, reveal, communicate, or disclose any such Proprietary Information or confidential information to anyone or any entity, without the written consent of the Company, unless I am ordered to make disclosure by a court of competent jurisdiction. Notwithstanding the foregoing, I understand nothing in this Agreement prohibits me from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. In connection with any such activity, I must identify any information that is confidential and ask the Regulator for confidential treatment of such information. Despite the foregoing, I am not permitted to reveal to any third party not permitted hereunderparty, including any Confidential Information supplied governmental, law enforcement, or made available by Providerregulatory authority, its attorneys, employees, representatives, agents, Affiliates, consultants or clients. Recipient agrees that it will not use any Confidential Information for any purpose other than in connection information employee came to learn during the course of my employment with the TransactionCompany that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege, attorney work product doctrine and/or other applicable legal privileges. Recipient agrees that it will hold The Company does not waive any applicable privileges or the Confidential Information in confidence andright to continue to protect its privileged attorney-client information, unless Provider otherwise consents in writingattorney work product, it will not disclose Confidential Information and other than privileged information. Notwithstanding any other provisions of this Agreement, pursuant to its employees, officers, attorneys and (x18 USC Section 1833(b), in I shall not be held criminally or civilly liable under any federal or state trade secret law for the case disclosure of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed trade secret of the confidential nature of the Confidential Information and the obligations of confidentiality provided in this Agreement. Customer may disclose Confidential Information to an Affiliate, consultant or client only upon demonstrating to Tri-State Company that is made: (a) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the Affiliate, consultant purpose of reporting or client has satisfied the requirement investigating a suspected violation of Section 4, if applicable and law; or (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives in a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand complaint or other formal process) to disclose any Confidential Informationdocument filed in a lawsuit or other proceeding, Recipient or its Authorized Persons may disclose Confidential Information to if such filing is made under seal. If I file a lawsuit for retaliation by the extent that Recipient or its Authorized Persons concludes in good faith that such disclosure is required as Company for reporting a matter suspected violation of law, subject I may disclose a trade secret of the Company to Section 5 below. Affiliate shall meanmy attorney and use the trade secret information in related court proceedings, with respect provided I file any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to a corporation, partnership, or other entity, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entitycourt order.

Obligation of Confidentiality. Recipient shall not Executive acknowledges and agrees that all Confidential Information constitutes special, unique and valuable assets of the Company, the disclosure of which would cause irreparable harm and substantial loss to the Company and its affiliates. In view of the foregoing, Executive agrees that at no time will Executive, directly or indirectly, and whether during or after his employment, use, reveal, disclose to any third party not permitted hereunder, or make known any Confidential Information supplied unless it is in the course of performing his job duties or made available with specific written authorization from or written direction by Providerthe Company. Executive further agrees that, its attorneys, employees, representatives, agents, Affiliates, consultants immediately upon termination or clients. Recipient agrees that it will not use any Confidential Information expiration of his employment for any purpose other than in connection with reason whatsoever, or at any time upon request by the Transaction. Recipient agrees that it Company, Executive will hold the Confidential Information in confidence and, unless Provider otherwise consents in writing, it will not disclose Confidential Information other than to its employees, officers, attorneys and (x), in the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related return to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed of the confidential nature of the Company all Confidential Information and the obligations of confidentiality provided in this Agreement. Customer may disclose Confidential Information to an Affiliate, consultant or client only upon demonstrating to Tri-State that (a) the Affiliate, consultant or client has satisfied the requirement of Section 4, if applicable and (b) the Affiliate, consultant or client has signed the Confidentiality Statement, and only after Customer receives a written acknowledgement of such from Tri-State. Recipient shall be responsible to Provider for any breach of this Agreement by its Authorized PersonsInformation. In the event that Recipient Executive is required by applicable law or its Authorized Persons are requested legal process, or required (by interrogatoryany tribunal, request for information state or documentsfederal court, administrative body or agency, by oral questions, subpoena, depositioncivil or criminal investigative demand, civil investigative demand interrogatories, requests for information, or other formal process) similar process to disclose any Confidential Information, Recipient or its Authorized Persons Executive agrees to provide the Company with prompt notice of such demand so that the Company may seek an appropriate protective order and/or waive compliance with such demand. Executive agrees to cooperate with the Company, at the Company’s expense, in seeking such protective order and, if a protective order is not obtained, Executive agrees he will disclose only the portion of Confidential Information to the extent that Recipient or its Authorized Persons concludes in good faith that required by such disclosure is required as a matter of law, legal process or tribunal, state or federal court, administrative body or agency and will use commercially reasonable efforts to obtain confidential treatment of such disclosure. Executive understands that all documents (including written documents, electronic documents, computer records, facsimile and e-mail) and materials created, received or transmitted by Executive while employed by the Company or in connection with his work or using Company facilities are presumptively Company property and subject to Section 5 below. Affiliate shall mean, with respect to a corporation, partnership, or other entity, each such other corporation, partnership, or other entity that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entityinspection by the Company at any time.

Obligation of Confidentiality. Recipient shall not disclose to any third party not permitted hereunder, any Confidential Information supplied or made available by Provider, its attorneys, employees, representatives, agents, Affiliates, consultants or clients. Recipient Executive acknowledges and agrees that it will not use any Confidential Information for any purpose other than in connection with the Transaction. Recipient agrees that it will hold the Confidential Information in confidence and, unless Provider otherwise consents in writing, it will not disclose Confidential Information other than to its employees, officers, attorneys and (x), in the case of Customer, its Affiliates, consultants or clients who have executed a Confidentiality Statement (in the form of Exhibit 1 attached hereto) and (y) in the case of Tri-State, its consultants, who perform services related to the Transaction (collectively “Authorized Persons”); provided that such Authorized Persons have been informed of the confidential nature all of the Confidential Information constitutes special, unique and valuable assets of the obligations Company and trade secrets, the disclosure of confidentiality provided in this Agreementwhich would cause irreparable harm and substantial loss to the Company and its affiliates. Customer may In view of the foregoing, Executive agrees that at no time will Executive, directly or indirectly, and whether during or after his employment hereunder, use, reveal, disclose or make known any Confidential Information without specific written authorization from or written direction by the Company. Executive further agrees that, immediately upon termination or expiration of his employment for any reason whatsoever, or at any time upon request by the Company, Executive will return to the Company all Confidential Information. Notwithstanding the foregoing, any restriction on Executive’s use, disclosure, or conveyance of Confidential Information will not apply to (i) any Confidential Information that enters the public domain through no fault of Executive’s or any person affiliated with Executive; (ii) any Confidential Information that Executive is required to disclose pursuant to applicable law or legal process, an Affiliateorder of a court of competent jurisdiction or a government agency having appropriate authority, consultant solely to the extent necessary to comply with such order; and (iii) any use or client only upon demonstrating to Tri-State that disclosure, during the course of Executive’s employment hereunder of Confidential Information made necessary by the proper conduct of the business of the Company and consistent with the instructions of the Company. Nothing herein shall prohibit Executive from providing information in connection with: (a) the Affiliate, consultant any disclosure of information required by law or client has satisfied the requirement of Section 4, if applicable and legal process; (b) reporting possible violations of federal or state law or regulation to any governmental agency, commission or entity or self-regulatory organization (collectively “Government Agencies”) (c) filing a charge or complaint with Government Agencies; (d) making disclosures that are protected under the Affiliate, consultant whistleblower provisions of federal or client has signed state law or regulation (collectively the Confidentiality Statement, and only after Customer receives a written acknowledgement of such “Whistleblower Statutes”); or (e) from Tri-State. Recipient shall be responsible responding to Provider for any breach of this Agreement by its Authorized Persons. In the event that Recipient or its Authorized Persons are requested or required (by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or other formal process) to disclose any Confidential Information, Recipient or its Authorized Persons may disclose Confidential Information to the extent that Recipient or its Authorized Persons concludes in good faith that such disclosure is required as a matter of law, subject to Section 5 below. Affiliate shall mean, with respect to a corporation, partnershipinquiry from, or other entityassisting in any inquiry, each such other corporation, partnership, investigation or other entity that directly, or indirectly, proceeding brought by Government Agencies in connection with (a) through one or more intermediaries, controls, is controlled by, or is under common control with, such corporation, partnership, or other entity(e).