Common use of Permitted and Prohibited Activities Clause in Contracts

Permitted and Prohibited Activities. Except as expressly set forth in this Section 9 or agreed by Tesla in writing, Supplier (i) may use Confidential Information solely for the purpose of providing Items to Tesla, (ii) may provide Confidential Information only to those individuals who need to know such Confidential Information to provide Items to Tesla, provided that it is clearly marked as “Tesla Motors Confidential” and provided that such individuals have agreed in writing to protect Confidential Information pursuant to a non disclosure agreement as set forth in Section 17(b) below, and (iii) shall not use or disclose any Confidential Information for any other purpose, including: (A) reverse engineering the Items; (B) developing, designing, manufacturing, engineering, refurbishing, selling or offering for sale, any “Prohibited Replacement” which means any good or service which may be used or sold as a replacement for any Items or other good used on or with Tesla product for which Tesla provided Supplier with Confidential Information at any time, including modifications to any Item; or (C) assisting any third party in any manner to perform any such activities, In addition, Supplier shall not make or sell to any third party any Prohibited Replacement. Further, Supplier agrees not to disclose to Tesla any information that any third party regards as proprietary or confidential. Supplier’s obligations under this Section 9(b) shall not apply to any disclosure required by applicable law, court order or legal process, provided that Supplier shall (i) if permitted by applicable law, promptly notify Tesla of its intent to make such disclosure, which notice shall be in writing and delivered at least ten (10) days’ prior to the Intended disclosure (or such shorter period as necessary to comply with applicable law), (ii) redact and keep confidential all financial terms and such other terms as agreed by the Parties after conferring in good faith and consistent with applicable law, and (iii) seek a protective order or confidential treatment from the tribunal or governmental agency for any agreements or other documents to be disclosed or filed, and disclose or file the minimum information and/or documents necessary to comply with applicable law, legal process or court order.

Permitted and Prohibited Activities. Except as expressly set forth in this Section 9 or agreed by Tesla in writing, Supplier (i) may use Confidential Information solely for the purpose of providing Items to Tesla, (ii) may provide Confidential Information only to those individuals who need to know such Confidential Information to provide Items to Tesla, provided that it is clearly marked as “Tesla Motors Confidential” and provided that such individuals have agreed in writing to protect Confidential Information pursuant to a non disclosure agreement as set forth in Section 17(b) below, and (iii) shall not use or disclose any Confidential Information for any other purpose, including: (A) reverse engineering the Items; (B) developing, designing, manufacturing, engineering, refurbishing, selling or offering for sale, any “Prohibited Replacement,” which means any good or service which may be used or sold as a replacement for any Items or other good used on or with Tesla product for which Tesla provided Supplier with Confidential Information at any time, including modifications to any Item; or (C) assisting any third party in any manner to perform any such activities, . In addition, Supplier shall not make or sell to any third party any Prohibited Replacement. Further, Supplier agrees not to disclose to Tesla any information that any third party regards as proprietary or confidential. Supplier’s obligations under this Section 9(b) shall not apply to any disclosure required by applicable law, court order or legal process, provided that Supplier shall (i) if permitted by applicable law, promptly notify Tesla of its intent to make such disclosure, which notice shall be in writing and delivered at least ten (10) days’ prior to the Intended intended disclosure (or such shorter period as necessary to comply with applicable law), (ii) redact and keep confidential all financial terms and such other terms as agreed by the Parties after conferring in good faith and [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Tesla Motors, Inc. SUPPLY AGREEMENT consistent with applicable law, and (iii) seek a protective order or confidential treatment from the tribunal or governmental agency for any agreements or other documents to be disclosed or filed, and disclose or file the minimum information and/or documents necessary to comply with applicable law, legal process or court order.

Permitted and Prohibited Activities. Except as expressly set forth in this Section 9 or agreed by Tesla in writing, Supplier (i) may use Confidential Information solely for the purpose of providing Items to Tesla, (iiIi) may provide Confidential Information only to those individuals who need to know such Confidential Information to provide Items to Tesla, provided that it is clearly marked as “Tesla Motors Confidential” and provided that such individuals have agreed in writing to protect Confidential Information pursuant to a non disclosure agreement as set forth in Section 17(b) below, and (iii) shall not use or disclose any Confidential Information for any other purpose, including: (A) reverse engineering the Items; (B) developing, designing, manufacturing, engineering, refurbishing, selling or offering for sale, any “Prohibited Replacement,” which [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Tesla Motors, Inc. SUPPLY AGREEMENT means any good or service which may be used or sold as a replacement for any Items or other good used on or with Tesla product for which Tesla provided Supplier with Confidential Information at any time, including modifications to any Item; or (C) assisting any third party in any manner to perform any such activities, . In addition, Supplier shall not make or sell to any third party any Prohibited Replacement. Further, Supplier agrees not to disclose to Tesla any information that any third party regards as proprietary or confidential. Supplier’s obligations under this Section 9(b) shall not apply to any disclosure required by applicable law, court order or legal process, provided that Supplier shall (i) if permitted by applicable law, promptly notify Tesla of its intent to make such disclosure, which notice shall be in writing and delivered at least ten (10) days’ prior to the Intended intended disclosure (or such shorter period as necessary to comply with applicable law), (ii) redact and keep confidential all financial terms and such other terms as agreed by the Parties after conferring in good faith and consistent with applicable law, and (iii) seek a protective order or confidential treatment from the tribunal or governmental agency for any agreements or other documents to be disclosed or filed, and disclose or file the minimum information and/or documents necessary to comply with applicable law, legal process or court order.

Permitted and Prohibited Activities. Except as expressly set forth in this Section 9 9(b) or agreed to by Tesla Applied in writing, Supplier (i) may use Confidential Information solely for the purpose of providing Items to Tesla, (ii) Applied and may provide Confidential Information only to those individuals who need to know such Confidential Information to provide Items to TeslaApplied, provided that it is clearly marked as “Tesla Motors ConfidentialApplied Materials Confidential Information;” and provided that such individuals have agreed in writing to protect Confidential Information pursuant to a non disclosure agreement as set forth in Section 17(b) below, and (iii) shall ii)shall not use or disclose any Applied Confidential Information for any other purpose, including: (Aa) reverse engineering the Items; (Bb) developing, designing, manufacturing, engineering, refurbishing, selling or offering for sale, any “Prohibited Replacement” which means any good or service which may be used or sold as a replacement for any Items or other good used on or with Tesla product for which Tesla provided Supplier with Confidential Information at any time, including modifications to any Itemin violation of Subsections 11(g) and (h) of this Agreement; or (Cc) assisting any third party in any manner to perform any such activities. Subject to Section 11 below, In in addition, Supplier shall not make or sell to any third party any Prohibited Replacement. Furthergood or service that may be used or sold as a replacement for any Item or other good provided or sold by Supplier for which Applied provided Supplier with Confidential Information at any time, Supplier agrees not including modifications to disclose to Tesla any information that any third party regards as proprietary or confidentialItems. Supplier’s obligations under this Section 9(b) 9 shall not apply to any disclosure required by applicable law, court order or legal process, provided that (1) with respect to any disclosure required under the securities laws, Supplier shall (ia) if permitted by applicable law, promptly notify Tesla Applied of its intent to make such disclosure, which notice shall be in writing and delivered at least ten (10) days’ [* *]‘ prior to the Intended intended disclosure (or such shorter period as necessary to comply with applicable law), (iib) redact seek confidential treatment from the Applied Materials Confidential Information GLOBAL SUPPLY AGREEMENT Securities and keep confidential Exchange Commission (SEC) for any agreements or other documents filed with the SEC by proposing redactions for all financial terms and such other terms as agreed by the Parties after conferring in good faith and consistent with applicable law; (2) with respect to any disclosure required pursuant to court order or legal process, and (iii) Supplier shall provide Applied with at least [* *] advance written notice to permit Applied to seek a protective order or and shall reasonably cooperate with the Applied in connection therewith; and (3) with respect to any other disclosure required by applicable law, Supplier will use reasonable efforts to provide Applied with reasonable advance written notice of such required disclosure, use reasonable efforts to secure confidential treatment from of the tribunal or governmental agency for any agreements or other documents Confidential Information prior to be disclosed or filedits disclosure, reasonably cooperate with Applied in connection therewith, and disclose or file only the minimum amount of information and/or documents necessary to comply with applicable law, legal process or court ordersuch requirements.

Permitted and Prohibited Activities. Except as expressly set forth in this Section 9 or agreed by Tesla in writing, Supplier (i) may use Confidential Information solely for the purpose of providing Items to Tesla, (ii) may provide Confidential Information only to those individuals who need to know such Confidential Information to provide Items to Tesla, provided that it is clearly marked as “Tesla Motors Confidential” and provided that such individuals have agreed in writing to protect Confidential Information pursuant to a non disclosure agreement as set forth in Section 17(b) below, and (iii) shall not use or disclose any Confidential Information for any other purpose, including: (A) reverse engineering the Items; (B) developing, designing, manufacturing, engineering, refurbishing, selling or offering for sale, any “Prohibited Replacement,” which means any good or service which may be used or sold as a replacement for any Items items or other good used on or with Tesla product for which Tesla provided Supplier with Confidential Information at any time, including modifications to any Item; or (C) assisting any third party in any manner to perform any such activities, . In addition, Supplier shall not make or sell to any third party any Prohibited Replacement. Further, Supplier agrees not to disclose to Tesla any information that any third party regards as proprietary or confidential. Supplier’s obligations under this Section 9(b) shall not apply to any disclosure required by applicable law, court order or legal process, provided that Supplier shall (i) if permitted by applicable law, promptly notify Tesla of its intent to make such disclosure, which notice shall be in writing and delivered at least ten (10) days’ prior to the Intended intended disclosure (or such shorter period as necessary to comply with applicable law), (ii) redact and keep confidential all financial terms and such other terms as agreed by the Parties after conferring in good faith and consistent with applicable law, and (iii) seek a protective order or confidential treatment from the tribunal or governmental agency for any agreements or other documents to be disclosed or filed, and disclose or file the minimum information and/or documents necessary to comply with applicable law, legal process or court order.

Permitted and Prohibited Activities. Except as expressly set forth in this Section 9 or agreed by Tesla in writing, Supplier (i) may use Confidential Information solely for the purpose of providing Items to Tesla, (ii) may provide Confidential Information only to those individuals who need to know such Confidential Information to provide Items to Tesla, provided that it is clearly marked as “Tesla Motors Confidential” and provided that such individuals have agreed in writing to protect Confidential Information pursuant to a non disclosure agreement as set forth in Section 17(b) below, and (iii) shall not use or disclose any Confidential Information for any other purpose, including: (A) reverse engineering the Items; (B) developing, designing, manufacturing, engineering, refurbishing, selling or offering for sale, any “Prohibited Replacement,” which means any good or service which may be used or sold as a replacement for any Items or other good used on or with Tesla product for which Tesla provided Supplier with Confidential Information at any time, including modifications to any Item; or (C) assisting any third party in any manner to perform any such activities, . In addition, Supplier shall not make or sell to any third party any Prohibited Replacement. Further, Supplier agrees not to disclose to Tesla any information that any third party regards as proprietary or confidential. Supplier’s obligations under this Section 9(b) shall not apply to any disclosure required by applicable law, court order or legal process, provided that Supplier shall (i1) if permitted by applicable law, promptly notify Tesla of its intent to make such disclosure, which notice shall be in writing and delivered at least ten (10) days’ prior to the Intended intended disclosure (or such shorter period as necessary to comply with applicable law), (ii) redact and keep confidential all financial terms and such other terms as agreed by the Parties after conferring in good faith and consistent with applicable law, and (iii) seek a protective order or confidential treatment from the tribunal or governmental agency for any agreements or other documents to be disclosed or filed, and disclose or file the minimum information and/or documents necessary to comply with applicable law, legal process or court order.. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Tesla Motors, Inc.

Permitted and Prohibited Activities. Except as expressly set forth authorized in this Section 9 or agreed by Tesla in writing9(b), Supplier (i) may use Confidential Information solely for the purpose of providing Items to Tesla, (ii) Applied and may provide Confidential Information only to those individuals who need to know such Confidential Information to provide Items to TeslaApplied, provided that it is clearly marked as “Tesla Motors Confidential” and provided that such individuals have agreed in writing to protect "Applied Materials Confidential Information pursuant to a non disclosure agreement as set forth in Section 17(b) below, Information"; and (iiiii) shall not use or disclose any Confidential Information for any other purpose, including: (Aa) reverse engineering the Items; (Bb) developing, designing, manufacturing, engineering, refurbishing, selling or offering for sale, any “Prohibited Replacement” which means any good or service which may be used or sold as a replacement for any Items Item or other good used on or with Tesla product Applied equipment for which Tesla Applied provided Supplier with Confidential Information at any time, including modifications to any Item; or (Cc) assisting any third party in any manner to perform any such activities, . In addition, Supplier shall not make or sell to any third party any Prohibited Replacementgood or service that may be used or sold as a replacement for any Item or other good used on or with Applied equipment for which Applied provided Supplier with Confidential Information at any time, including modifications to Items. Further, Supplier agrees not to disclose to Tesla Applied any information that Supplier or any third party regards as proprietary or confidential, except pursuant to a written Non-Disclosure Agreement between the Parties. Supplier’s 's obligations under this Section 9(b) section shall not apply to any disclosure required by applicable law, regulation, court order or legal process, provided that (1) with respect to any disclosure required pursuant to court order or legal process, Supplier shall (i) if permitted by applicable law, promptly notify Tesla of its intent to make such disclosure, which notice shall be in writing and delivered provide Applied with at least ten (10) days’ prior to the Intended ' advance written notice of any intended disclosure (or such shorter period notice as necessary to comply with the order or legal process) to permit Applied to seek a protective order and shall reasonably cooperate with Applied in connection therewith; and (2) with respect to any other disclosure required by applicable law or regulation, Supplier shall provide Applied with at least ten (10) days' advance written notice of any intended disclosure (or such shorter notice as necessary to comply with applicable law)) and shall, (ii) redact and keep confidential all financial terms and such other terms as agreed by to the Parties after conferring in good faith and extent consistent with applicable lawSupplier's disclosure obligations, and (iii) seek a protective order or use reasonable efforts to secure confidential treatment from of the tribunal or governmental agency for any agreements or other documents to be disclosed or filedConfidential Information, reasonably cooperate with Applied in connection therewith (including keeping Applied informed about the substance and status of the confidential treatment request), and disclose or file only the minimum information and/or documents necessary to comply with applicable law, legal process or court ordersuch requirements.