Common use of Privileged Matters Clause in Contracts

Privileged Matters. (a) Each of Fortune Brands and H&S agrees to maintain, preserve and assert all privileges, including privileges arising under or relating to the attorney-client relationship (which shall include the attorney-client and work product privileges), not heretofore waived, that relate to the H&S Business or the Fortune Brands Business for any period prior to the Distribution Date (each a “Privilege”). Each party hereto acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the party requesting that such Privilege be asserted. Each party hereto agrees that neither it nor any of its Affiliates shall waive any Privilege that could be asserted by the other party hereto or any of its Affiliates under applicable law without the prior written consent of the other party. The rights and obligations created by this Section 11.9 shall apply to all information relating to the Fortune Brands Business or the H&S Business as to which, but for the Distribution, either party would have been entitled to assert or did assert the protection of a Privilege (“Privileged Information”), including (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either party and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either party of any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information or if either party obtains knowledge that any current or former employee of Fortune Brands, H&S or any of their respective Affiliates has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other party hereto or any of such other party’s Affiliates, such party shall notify promptly the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 11.9 or otherwise to prevent the production or disclosure of Privileged Information. Each party agrees that it will not produce or disclose any information that may be covered by a Privilege of the other party or any of such other party’s Affiliates under this Section 11.9 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld, conditioned or delayed) or (ii) a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Fortune Brands’ transfer of books and records and other information to H&S, and Fortune Brands’ agreement to permit H&S to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on H&S’s agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to H&S pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Fortune Brands in, or the obligations imposed upon H&S by, this Section 11.9. H&S’s transfer of books and records and other information to Fortune Brands, and H&S’s agreement to permit Fortune Brands to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on Fortune Brands’ agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to Fortune Brands pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to H&S in, or the obligations imposed upon Fortune Brands by, this Section 11.9.

Privileged Matters. (a) Each of Fortune Brands Epitope and H&S agrees to Agritope will each maintain, preserve and assert all privileges, including privileges including, without limitation, any privilege or protection arising under or relating to the any attorney-client relationship (which shall include including, without limitation, the attorney-client and work product privileges), not heretofore waived, that relate to the H&S Business or the Fortune Brands Business for any period existed prior to the Distribution Date in favor of the other party (each a “"Privilege”" or "Privileges"). Each Neither party hereto acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the party requesting that such Privilege be asserted. Each party hereto agrees that neither it nor any of its Affiliates shall will waive any Privilege that could be asserted under applicable law by the other party hereto or any of its Affiliates under applicable law (the "Privileged Party") without the prior written consent of the other partyPrivileged Party. The rights and obligations created by this Section 11.9 shall paragraph apply to all information relating to the Fortune Brands Business or the H&S Business as to which, but for the Distribution, either a party would have been entitled to assert or did assert the protection of a Privilege (“"Privileged Information”"), including (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either party and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either party or any of its Affiliates of any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information or if either party obtains knowledge that any current or former employee of Fortune Brands, H&S or any of their respective Affiliates has received any subpoena, discovery or other request that may call arguably calls for the production or disclosure of Privileged Information of the other party, or if a party hereto or obtains knowledge that any of such its current or former employees has received any subpoena, discovery or other request which arguably calls for the production or disclosure of Privileged Information of the other party’s Affiliates, such the party shall will promptly notify promptly the other party Privileged Party of the existence of the request and shall will provide the other party Privileged Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 11.9 6.6 or otherwise to prevent the production or disclosure of Privileged Information. Each Neither party agrees that it will not produce or disclose any information that may it should reasonably expect to be covered by a Privilege of the other party or any of such other party’s Affiliates under this Section 11.9 6.6 unless (i) the other party Privileged Party has provided its express written consent to such production or disclosure (which consent shall not be unreasonably withheld, conditioned or delayed) disclosure; or (ii) a court of competent jurisdiction has entered a final, nonappealable non-appealable order finding that the information is not entitled to protection under any applicable Privilegeprivilege. (c) Fortune Brands’ transfer Either party's provision of books and records and other information to H&Sthe other party, and Fortune Brands’ either party's agreement to permit H&S the other party to possess copies of Privileged Information existing occurring or generated prior to the Distribution Date, are made in reliance on H&S’s the agreement, as set forth in Sections 11.8 and 11.9this Section 6.6, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, Any actions taken by either party in connection with the agreement to provide witnesses Distribution and individuals pursuant to Section 11.6 and the transfer of Privileged Information to H&S pursuant to this Separation Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement by either party nor shall they operate to reduce, minimize or condition the rights granted to Fortune Brands either party in, or the obligations imposed upon H&S either party by, this Section 11.9. H&S’s transfer of books and records and other information 6.6. (d) Agritope shall cause the Core Companies to Fortune Brands, and H&S’s agreement to permit Fortune Brands to possess Privileged Information existing or generated prior to comply with the Distribution Date, are made in reliance restrictions imposed on Fortune Brands’ agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to Fortune Brands pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted it under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to H&S in, or the obligations imposed upon Fortune Brands by, this Section 11.96.6.

Privileged Matters. (a) Each of Fortune Brands D▇▇▇ and H&S TreeHouse agrees to maintain, preserve and assert all privileges, including including, without limitation, privileges arising under or relating to the attorney-client relationship (which shall include without limitation the attorney-client and work product privileges), not heretofore waived, that relate to the H&S Business or Transferred Businesses and the Fortune Brands Business Transferred Assets for any period prior to the Distribution Date (each a “Privilege” or “Privileges”). Each party hereto Party acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the party Party requesting that such Privilege privilege be asserted. Each party hereto Party agrees that neither it nor any of its Affiliates shall not waive any Privilege that could be asserted by the other party hereto or any of its Affiliates under applicable law without the prior written consent of the other partyParty. The rights and obligations created by this Section 11.9 12.8 shall apply to all information relating to the Fortune Brands Business or the H&S Business Transferred Businesses as to which, but for the Distribution, either party Party would have been entitled to assert or did assert the protection of a Privilege (“Privileged Information”), including without limitation, (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either party Party; and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either party Party of any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information or if either party Party obtains knowledge that any current or former employee of Fortune Brands, H&S D▇▇▇ or any of their respective Affiliates TreeHouse has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other party hereto or any of such other party’s AffiliatesInformation, such party Party shall notify promptly the other party Party of the existence of the request and shall provide the other party Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 11.9 12.8 or otherwise to prevent the production or disclosure of Privileged Information. Each party Party agrees that it will not produce or disclose any information that may be covered by a Privilege of the other party or any of such other party’s Affiliates under this Section 11.9 12.8 unless (i) the other party Party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld), conditioned or delayed) or (ii) a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Fortune Brands’ D▇▇▇’▇ transfer of books and records and other information to H&STreeHouse, and Fortune Brands’ D▇▇▇’▇ agreement to permit H&S TreeHouse to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on H&STreeHouse’s agreement, as set forth in Sections 11.8 12.7 and 11.912.8, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.112.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 12.6 and the transfer of Privileged Information to H&S TreeHouse pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 12.8 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Fortune Brands D▇▇▇ in, or the obligations imposed upon H&S TreeHouse by, this Section 11.9. H&S’s transfer of books and records and other information to Fortune Brands, and H&S’s agreement to permit Fortune Brands to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on Fortune Brands’ agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to Fortune Brands pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to H&S in, or the obligations imposed upon Fortune Brands by, this Section 11.912.8.

Privileged Matters. (a) Each of Fortune Brands Marathon Oil and H&S Marathon Petroleum agrees to use commercially reasonable efforts to maintain, preserve and and, following the written request of the other Party, assert all privileges, including privileges arising under or relating to the attorney-client relationship (which shall include the attorney-client and work product privileges), not heretofore waived, that relate to the H&S Marathon Petroleum Business or the Fortune Brands Marathon Oil Business for any period prior to the Distribution Date (each a “Privilege”). Each party Party hereto acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the party Party requesting that such Privilege be asserted. Each party hereto Party agrees that neither it nor any of its Affiliates shall not knowingly waive any Privilege that could be asserted by the other party hereto or any of its Affiliates under applicable law without the prior written consent of the other party. The rights and obligations created by this Section 11.9 shall apply to all information relating to the Fortune Brands Business or the H&S Business as to which, but for the Distribution, either party would have been entitled to assert or did assert the protection of a Privilege (“Privileged Information”), including (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either party and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either party of any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information or if either party obtains knowledge that any current or former employee of Fortune Brands, H&S or any of their respective Affiliates has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other party hereto or any of such other party’s Affiliates, such party shall notify promptly the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 11.9 or otherwise to prevent the production or disclosure of Privileged InformationParty. Each party Party agrees that it will not produce or disclose any information that it believes or has reason to believe may be covered by a Privilege of the other party or any of such other party’s Affiliates Party under this Section 11.9 13.9 unless (i) the other party Party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld, conditioned or delayed) or (ii) a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. The rights and obligations created by this Section 13.9 shall apply to all information relating to the Marathon Oil Business or the Marathon Petroleum Business as to which, but for the Distribution, either Party would have been entitled to assert or did assert the protection of a Privilege (“Privileged Information”), including (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either Party and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either Party of any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information or if either Party obtains knowledge that any current or former employee of Marathon Oil or Marathon Petroleum has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other Party, such Party shall notify promptly the other Party of the existence of the request and shall provide the other Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 13.9 or otherwise to prevent the production or disclosure of Privileged Information. (c) Fortune Brands’ Marathon Oil’s transfer of books and records and other information to H&SMarathon Petroleum, and Fortune Brands’ Marathon Oil’s agreement to permit H&S Marathon Petroleum to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on H&SMarathon Petroleum’s agreement, as set forth in Sections 11.8 Section 13.8 and 11.9Section 13.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.113.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 13.6 and the transfer of Privileged Information to H&S Marathon Petroleum pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 13.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Fortune Brands Marathon Oil in, or the obligations imposed upon H&S Marathon Petroleum by, this Section 11.913.9. H&SMarathon Petroleum’s transfer of books and records and other information to Fortune BrandsMarathon Oil, and H&SMarathon Petroleum’s agreement to permit Fortune Brands Marathon Oil to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on Fortune Brands’ Marathon Oil’s agreement, as set forth in Sections 11.8 Section 13.8 and 11.9Section 13.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.113.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 13.6 and the transfer of Privileged Information to Fortune Brands Marathon Oil pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to H&S in, or the obligations imposed upon Fortune Brands by, this Section 11.9.under

Privileged Matters. (a) Each of Fortune Brands ▇▇▇▇ ▇▇▇, CoffeeCo and H&S DutchCo agrees to maintain, preserve and assert all privileges, including privileges arising under or relating to the attorney-client relationship (which shall include the attorney-client and work product privileges), not heretofore waived, that relate to the H&S CoffeeCo Business or the Fortune Brands ▇▇▇▇ ▇▇▇ Business or the Tax Opinion for any period prior to the Distribution Date (each a “Privilege”). Each party hereto Party acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the party Party requesting that such Privilege be asserted. Each party hereto Party agrees that neither it nor any of its Affiliates shall waive any Privilege that could be asserted by the other party hereto Parties or any of its Affiliates under applicable law without the prior written consent of the other partyParties. The rights and obligations created by this Section 11.9 shall apply to all information relating to the Fortune Brands ▇▇▇▇ ▇▇▇ Business or the H&S CoffeeCo Business as to which, but for the DistributionSeparation, either party each Party would have been entitled to assert or did assert the protection of a Privilege (“Privileged Information”), including (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either party any Party and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either party a Party of any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information or if either party a Party obtains knowledge that any current or former employee of Fortune Brands▇▇▇▇ ▇▇▇, H&S CoffeeCo or DutchCo or any of their respective Affiliates has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other party hereto Parties or any of such other party’s Parties’ Affiliates, such party Party shall notify promptly the other party Parties of the existence of the request and shall provide the other party Parties a reasonable opportunity to review the information and to assert any rights it may have under this Section 11.9 or otherwise to prevent the production or disclosure of Privileged Information. Each party Party agrees that it will not produce or disclose any information that may be covered by a Privilege of the any other party Party or any of such other partyParty’s Affiliates under this Section 11.9 unless (i) the other party such Party or such Affiliate has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld, conditioned or delayed) or (ii) a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Fortune Brands’ ▇▇▇▇ ▇▇▇’▇ transfer of books and records and other information to H&SCoffeeCo and DutchCo, and Fortune Brands’ ▇▇▇▇ ▇▇▇’▇ agreement to permit H&S CoffeeCo and DutchCo to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on H&SCoffeeCo’s and DutchCo’s agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to H&S CoffeeCo and DutchCo pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Fortune Brands ▇▇▇▇ ▇▇▇ in, or the obligations imposed upon H&S CoffeeCo and DutchCo by, this Section 11.9. H&SCoffeeCo’s transfer of books and records and other information to Fortune Brands▇▇▇▇ ▇▇▇, and H&SCoffeeCo’s agreement to permit Fortune Brands ▇▇▇▇ ▇▇▇ to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on Fortune Brands’ ▇▇▇▇ ▇▇▇’▇ agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to Fortune Brands pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to H&S in, or the obligations imposed upon Fortune Brands by, this Section 11.9.▇▇▇▇ ▇▇▇

Privileged Matters. (a) Each of Fortune Brands and H&S agrees to The parties each agree that they will maintain, preserve and assert all privileges, including without limitation privileges arising under or relating to the attorney-client relationship (which shall include without limitation the attorney-client and work product privileges), not heretofore waived, that relate directly or indirectly to the H&S Business or the Fortune Brands Business such party for any period prior to the Distribution Date (each a “"Privilege”" or "Privileges"). Each Neither party hereto acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the party requesting that such Privilege be asserted. Each party hereto agrees that neither it nor any of its Affiliates shall not waive any Privilege that could be asserted by the other party hereto or any of its Affiliates under applicable law without the prior written consent of the other party. The rights and obligations created by this Section 11.9 paragraph shall apply to all information relating to the Fortune Brands Business or the H&S Business as to which, but for the Distribution, either a party would have been entitled to assert or did assert the protection of a Privilege (“"Privileged Information”"), including but not limited to (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either the other party; (ii) all communications subject to a Privilege occurring prior to the Distribution Date between counsel for such party and any person who, at the time of the communication, was an employee of such party, regardless of whether such employee is or becomes an employee of the other party; and (iiiii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either a party or any of its Affiliates of any subpoena, discovery or other request that may call arguably calls for the production or disclosure of Privileged Information or if either such party or any of its Affiliates obtains knowledge that any current or former employee of Fortune Brands, H&S such party or any of their respective its Affiliates has received any subpoena, discovery or other request that may call which arguably calls for the production or disclosure of Privileged Information of the other party hereto or any of such other party’s AffiliatesInformation, such party shall promptly notify promptly the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 11.9 7.06 or otherwise to prevent the production or disclosure of Privileged Information. Each Neither party agrees that it will not produce or disclose any information that may be arguably covered by a Privilege of the other party or any of such other party’s Affiliates under this Section 11.9 7.06 unless (ia) the other party has provided its express written consent to such production or disclosure (which consent shall not be unreasonably withhelddisclosure, conditioned or delayed) or (iib) a court of competent jurisdiction has entered a final, nonappealable non-appealable order finding that the information is not entitled to protection under any applicable Privilegeprivilege. (c) Fortune Brands’ ACX's transfer of books Books and records Records and other information to H&SCTI, and Fortune Brands’ each party's agreement to permit H&S the other party to possess Privileged Information existing occurring or generated prior to the Distribution Datedate of this Agreement, are made in reliance on H&S’s such other party's agreement, as set forth in Sections 11.8 and 11.9this Section 7.06, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.17.02 hereof, the agreement to provide witnesses and individuals pursuant to Section 11.6 7.03 hereof and the transfer of Privileged Information to H&S pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 7.06 or otherwise. Nothing in this Distribution Agreement shall operate to reduce, minimize or condition the rights granted to Fortune Brands into, or the obligations imposed upon H&S by, either party by this Section 11.9. H&S’s transfer of books and records and other information to Fortune Brands, and H&S’s agreement to permit Fortune Brands to possess Privileged Information existing or generated prior to 7.06. (d) If there is a reasonable likelihood that the Distribution Date, are made in reliance on Fortune Brands’ agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to Fortune Brands pursuant to this Agreement shall not be deemed a waiver by either party of any Privilege that has been could expose the other party or may any of its Affiliates to liability or could otherwise adversely affect the other party or any of its Affiliates, such party will notify the other party prior to such waiver, and, at the other party's request, such party will assert or preserve the Privilege, as applicable, if such party's interests will not be asserted under this Section 11.9 adversely affected by its assertion or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition preservation of the rights granted to H&S in, or the obligations imposed upon Fortune Brands by, this Section 11.9Privilege.

Privileged Matters. (a) Each of Fortune Brands Section 8.10.1 Parent and H&S agrees Sub agree to maintain, preserve and assert all privilegesprivileges that either party may have, including privileges including, without limitation, any privilege or protection arising under or relating to the any attorney-client relationship (which shall include the attorneyor accountant-client relationship that existed prior to the Effective Date ("Privilege" or "Privileges"). Parent and work product privileges)Sub shall be entitled in perpetuity to require the assertion or decide whether to consent to the waiver of any and all Privileges which, not heretofore waivedin the case of Sub, that relate to the H&S Sub Business or and, in the Fortune Brands Business for any period prior case of Parent, relate to the Distribution Date (Retained Business. Parent and Sub shall each a “Privilege”). Each party hereto acknowledges and agrees that any costs associated use the same degree of care as it would with asserting respect to itself so as not to waive- any Privilege shall be borne by the party requesting that such Privilege be asserted. Each party hereto agrees that neither it nor any of its Affiliates shall waive any Privilege that which could be asserted by the other party hereto or any of its Affiliates under applicable law law, without the prior written consent of the other party. The rights and obligations created by this Section 11.9 8.10 shall apply to all information relating to the Fortune Brands Business or the H&S Business as to which, but for the DistributionReorganization, either party Parent or Sub would have been entitled to assert or did assert the protection of a Privilege (“"Privileged Information”"), including including, but not limited to, (ia) any and all information generated prior to the Distribution Effective Date but which, after the DistributionReorganization, is in the possession of either the other party or its Group, (b) all communications subject to a Privilege occurring prior to the Effective Date between counsel for Parent and any individual who, at the time of the communication, was an employee of Parent, regardless of whether such employee is or becomes an employee of Sub, and (iic) all information generated, received or arising after the Distribution Effective Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Effective Date. (b) Section 8.10.2 Upon the receipt by either party of any subpoena, discovery or other request that may call which arguably calls for the production or disclosure of Privileged Information or if of the other party and whenever either party obtains knowledge that any current or former employee of Fortune Brands, H&S or any of their respective Affiliates such party has received any subpoena, discovery or other request that may call for which arguably calls of the production or disclosure of Privileged Information of the other party hereto or any of such other party’s Affiliates, such party shall promptly notify promptly the other party of the existence of the request and shall provide the other party with a reasonable opportunity to review the information and to assert any rights it may have under this Section 11.9 8.10 or otherwise to prevent the production or disclosure of Privileged Information. Each Neither party agrees that it will not produce or disclose any information that may be covered by a Privilege of the other party or any of such other party’s Affiliates under this Section 11.9 8.10 unless (ia) the other party has provided its express written consent to such production or disclosure (which consent shall not be unreasonably withheld, conditioned or delayed) or (iib) a court of competent jurisdiction has entered a final, nonappealable non-appealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Fortune Brands’ Section 8.10.3 Parent's transfer of books and records and other information Information to H&SSub, and Fortune Brands’ each party's agreement to permit H&S the other party to possess Privileged Information existing occurring or generated prior to the Distribution Effective Date, are made in reliance on H&S’s each party's agreement, as set forth in Sections 11.8 and 11.9this Section 8.10, to maintain the confidentiality of Privileged Information and to maintain, preserve and assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1or permitted by this Agreement, the agreement to provide witnesses and individuals pursuant to Section 11.6 8.8 hereof and the transfer of Privileged Information to H&S Sub pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 8.10 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Fortune Brands either party in, or the obligations imposed upon H&S either party by, this Section 11.9. H&S’s transfer of books and records and other information to Fortune Brands, and H&S’s agreement to permit Fortune Brands to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on Fortune Brands’ agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to Fortune Brands pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to H&S in, or the obligations imposed upon Fortune Brands by, this Section 11.98.10.

Privileged Matters. (a) Each of Fortune Brands ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and H&S Neenah agrees to maintain, preserve and assert all privileges, including including, without limitation, privileges arising under or relating to the attorney-client relationship (which shall include without limitation the attorney-client and work product privileges), not heretofore waived, that relate to the H&S Neenah Business or and the Fortune Brands Business Transferred Assets for any period prior to the Distribution Date (each a “Privilege” or “Privileges”). Each party hereto Party acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the party Party requesting that such Privilege privilege be asserted. Each party hereto Party agrees that neither it nor any of its Affiliates shall not waive any Privilege that could be asserted by the other party hereto or any of its Affiliates under applicable law without the prior written consent of the other partyParty. The rights and obligations created by this Section 11.9 12.8 shall apply to all information relating to the Fortune Brands Business or the H&S Neenah Business as to which, but for the Distribution, either party Party would have been entitled to assert or did assert the protection of a Privilege (“Privileged Information”), including without limitation, (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either party Party; and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either party Party of any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information or if either party Party obtains knowledge that any current or former employee of Fortune Brands, H&S ▇▇▇▇▇▇▇▇-▇▇▇▇▇ or any of their respective Affiliates Neenah has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other party hereto or any of such other party’s AffiliatesInformation, such party Party shall notify promptly the other party Party of the existence of the request and shall provide the other party Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 11.9 12.8 or otherwise to prevent the production or disclosure of Privileged Information. Each party Party agrees that it will not produce or disclose any information that may be covered by a Privilege of the other party or any of such other party’s Affiliates under this Section 11.9 12.8 unless (i) the other party Party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld), conditioned or delayed) or (ii) a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Fortune Brands’ ▇▇▇▇▇▇▇▇-▇▇▇▇▇’▇ transfer of books and records and other information to H&SNeenah, and Fortune Brands’ ▇▇▇▇▇▇▇▇-▇▇▇▇▇’▇ agreement to permit H&S Neenah to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on H&SNeenah’s agreement, as set forth in Sections 11.8 12.7 and 11.912.8, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.112.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 12.6 and the transfer of Privileged Information to H&S Neenah pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 12.8 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Fortune Brands ▇▇▇▇▇▇▇▇-▇▇▇▇▇ in, or the obligations imposed upon H&S Neenah by, this Section 11.9. H&S’s transfer of books and records and other information to Fortune Brands, and H&S’s agreement to permit Fortune Brands to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on Fortune Brands’ agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to Fortune Brands pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to H&S in, or the obligations imposed upon Fortune Brands by, this Section 11.912.8.

Privileged Matters. (a) Each of Fortune Brands ▇▇▇▇▇▇ and H&S agrees Allegiance agree to maintain, preserve and assert all privileges, including including, without limitation, privileges arising under or relating to the attorney-client relationship (which shall include without limitation the attorney-client and work product privileges), not heretofore waived, that relate to the H&S Allegiance Business or and the Fortune Brands Business Transferred Services for any period prior to the Distribution Spin-Off Date (each a “"Privilege”" or "Privileges"). Each party hereto acknowledges and Party agrees that any costs associated with asserting any Privilege it shall be borne by the party requesting that such Privilege be asserted. Each party hereto agrees that neither it nor any of its Affiliates shall not waive any Privilege that could be asserted by the other party hereto or any of its Affiliates under applicable law without the prior written consent of the other partyParty. The rights and obligations created by this Section 11.9 SECTION 10.5 shall apply to all information relating to the Fortune Brands Business or the H&S Allegiance Business as to which, but for the DistributionSpin-Off, either party Party would have been entitled to assert or did assert the protection of a Privilege (“"Privileged Information”"), including (i) without limitation, any and all information generated prior to the Distribution Spin-Off Date but which, after the DistributionSpin-Off, is in the possession of either party Party; and (ii2) all information generated, received or arising after the Distribution Spin-Off Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Spin-Off Date. (b) Upon receipt by either party Party of any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information or if either party Party obtains knowledge that any current or former employee of Fortune Brands, H&S ▇▇▇▇▇▇ or any of their respective Affiliates Allegiance has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other party hereto or any of such other party’s AffiliatesInformation, such party Party shall notify promptly the other party Party of the existence of the request and shall provide the other party Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 11.9 SECTION 10.5 or otherwise to prevent the production or disclosure of Privileged Information. Each party Party agrees that it will not produce or disclose any information that may be covered by a Privilege of the other party or any of such other party’s Affiliates under this Section 11.9 SECTION 10.5 unless (i1) the other party Party has provided its written consent to such production or disclosure (which consent shall will not be unreasonably withheld), conditioned or delayed) or (ii2) a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Fortune Brands’ transfer of books and records and other information to H&S, and Fortune Brands’ agreement to permit H&S to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on H&S’s agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to H&S pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Fortune Brands in, or the obligations imposed upon H&S by, this Section 11.9. H&S’s transfer of books and records and other information to Fortune Brands, and H&S’s agreement to permit Fortune Brands to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on Fortune Brands’ agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to Fortune Brands pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to H&S in, or the obligations imposed upon Fortune Brands by, this Section 11.9.

Privileged Matters. (a) Each of Fortune Brands ▇▇▇▇ ▇▇▇, CoffeeCo and H&S DutchCo agrees to maintain, preserve and assert all privileges, including privileges arising under or relating to the attorney-client relationship (which shall include the attorney-client and work product privileges), not heretofore waived, that relate to the H&S CoffeeCo Business or the Fortune Brands ▇▇▇▇ ▇▇▇ Business for any period prior to the Distribution Date (each a “Privilege”). Each party hereto Party acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the party Party requesting that such Privilege be asserted. Each party hereto Party agrees that neither it nor any of its Affiliates shall waive any Privilege that could be asserted by the other party hereto Parties or any of its Affiliates under applicable law without the prior written consent of the other partyParties. The rights and obligations created by this Section 11.9 shall apply to all information relating to the Fortune Brands ▇▇▇▇ ▇▇▇ Business or the H&S CoffeeCo Business as to which, but for the DistributionSeparation, either party each Party would have been entitled to assert or did assert the protection of a Privilege (“Privileged Information”), including (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either party any Party and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either party a Party of any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information or if either party a Party obtains knowledge that any current or former employee of Fortune Brands▇▇▇▇ ▇▇▇, H&S CoffeeCo or DutchCo or any of their respective Affiliates has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other party hereto Parties or any of such other party’s Parties’ Affiliates, such party Party shall notify promptly the other party Parties of the existence of the request and shall provide the other party Parties a reasonable opportunity to review the information and to assert any rights it may have under this Section 11.9 or otherwise to prevent the production or disclosure of Privileged Information. Each party Party agrees that it will not produce or disclose any information that may be covered by a Privilege of the any other party Party or any of such other partyParty’s Affiliates under this Section 11.9 unless (i) the other party such Party or such Affiliate has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld, conditioned or delayed) or (ii) a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Fortune Brands’ ▇▇▇▇ ▇▇▇’▇ transfer of books and records and other information to H&SCoffeeCo and DutchCo, and Fortune Brands’ ▇▇▇▇ ▇▇▇’▇ agreement to permit H&S CoffeeCo and DutchCo to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on H&SCoffeeCo’s and DutchCo’s agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to H&S CoffeeCo and DutchCo pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Fortune Brands in, or the obligations imposed upon H&S by, this Section 11.9. H&S’s transfer of books and records and other information to Fortune Brands, and H&S’s agreement to permit Fortune Brands to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on Fortune Brands’ agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to Fortune Brands pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to H&S in, or the obligations imposed upon Fortune Brands by, this Section 11.9.shall

Privileged Matters. (a) Each of Fortune Brands True North and H&S agrees to TN Technologies Holding agree that TN Technologies Holding will maintain, preserve and assert all privileges, including privileges arising under or relating to the attorney-client relationship (which shall include relationship, including but not limited to the attorney-client and work product privileges), not heretofore waived, that relate exclusively to the H&S Business Retained Liabilities ("Privilege" or the Fortune Brands Business for any period prior to the Distribution Date (each a “Privilege”Privileges"). Each party hereto acknowledges and agrees that any costs associated with asserting any Privilege True North shall be borne by entitled to control the party requesting that such Privilege be assertedassertion or waiver of any and all Privileges in perpetuity. Each party hereto agrees that neither it nor any of its Affiliates TN Technologies Holding shall not waive any Privilege that which could be asserted by the other party hereto or any of its Affiliates under applicable law without the prior written consent of the other partyTrue North. The rights and obligations created by this Section 11.9 paragraph shall apply to all information relating to the Fortune Brands Business or the H&S Business as to which, but for the DistributionAcquisition, either party True North would have been entitled to assert or did assert the protection of a Privilege (“"Privileged Information”"), including including, but not limited to, (i) any and all information generated prior to the Distribution Closing Date but which, after the DistributionAcquisition, is in the possession of either party TN Technologies Holding; (ii) all communications subject to a privilege occurring prior to the Closing Date between counsel for True North and any person who, at the time of the communications, was an employee of True North, regardless of whether such employee is or becomes a TN Technologies Holding employee; and (iiiii) all information generated, received or arising after the Distribution Closing Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Closing Date. (b) Upon receipt by either party TN Technologies Holding of any subpoena, discovery or other request that may call which arguably calls for the production or disclosure of Privileged Information or if either party TN Technologies Holding obtains knowledge that any current or former employee of Fortune Brands, H&S or any of their respective Affiliates TN Technologies Holding has received any subpoena, discovery or other request that may call which arguably calls for the production or disclosure of Privileged Information of the other party hereto or any of such other party’s AffiliatesInformation, such party TN Technologies Holding shall promptly notify promptly the other party True North of the existence of the request and shall provide the other party True North a reasonable opportunity to review the information Privileged Information and at True North's cost and expense to assert any rights it may have under this Section 11.9 10.5 or otherwise to prevent the production or disclosure of Privileged Information. Each party agrees that it TN Technologies Holding will not produce or disclose any information that may be arguably covered by a Privilege of the other party or any of such other party’s Affiliates under this Section 11.9 10.5 unless (ia) the other party True North has provided its express written consent to such production or disclosure (which consent shall not be unreasonably withheld, conditioned or delayed) or (iib) a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilegeprivilege. (c) Fortune Brands’ True North's transfer of books Books and records Records and other information to H&STN Technologies Holding, and Fortune Brands’ True North's agreement to permit H&S TN Technologies Holding to possess Privileged Information existing occurring or generated prior to the Distribution Dateformation of TN Technologies Holding, are made in reliance on H&S’s TN Technologies Holding's agreement, as set forth in Sections 11.8 and 11.9this Section 10.5, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.110.2 hereof, the agreement to provide witnesses and individuals pursuant to Section 11.6 10.3 hereof and the transfer of Privileged Information to H&S TN Technologies Holding pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 10.5 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Fortune Brands True North in, or the obligations imposed upon H&S TN Technologies Holding by, this Section 11.9. H&S’s transfer of books and records and other information to Fortune Brands, and H&S’s agreement to permit Fortune Brands to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on Fortune Brands’ agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to Fortune Brands pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to H&S in, or the obligations imposed upon Fortune Brands by, this Section 11.910.5.

Privileged Matters. (a) Each of Fortune Brands and H&S agrees GenTek shall use its reasonable efforts to maintain, preserve preserve, protect and assert all privileges, including all privileges arising under or relating to the attorney-client relationship (which shall include including the attorney-client and attorney work product privileges), not heretofore waived, that relate directly or indirectly to the H&S Business Retained Businesses ("Privilege" or the Fortune Brands Business for any period prior to the Distribution Date (each a “Privilege”"Privileges"). Each party hereto acknowledges and agrees that any costs associated with asserting any Privilege GenTek shall be borne by the party requesting that such Privilege be asserted. Each party hereto agrees that neither it nor any of use its Affiliates shall reasonable efforts not to waive any such Privilege that could be asserted by the other party hereto or any of its Affiliates under applicable law without the prior express written consent of the other partyGenTek. The rights and obligations created by this Section 11.9 shall 5.5 will apply to all information relating to the Fortune Brands Business or the H&S Business as to whichwhich GenTek or any of its Subsidiaries did assert or, but for the Distributionaccess of GenTek to such information resulting from this Agreement, either party would have been entitled to assert or did assert the protection of a Privilege (“"Privileged Information”"), including (i) any and all information that (i) was generated or received prior to the Distribution Effective Date but which, after the Distribution, which is in the possession of either party and GenTek, or (ii) all information generated, is generated or received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Effective Date. (b) Upon receipt by either party GenTek of any subpoena, discovery or other request that may call arguably calls for the production or disclosure of Privileged Information Information, or if either party GenTek obtains knowledge that any current or former employee of Fortune Brands, H&S or any of their respective Affiliates GenTek has received any subpoena, discovery or other request that may call which arguably calls for the production or disclosure of Privileged Information of the other party hereto or any of such other party’s AffiliatesInformation, such party GenTek shall promptly notify promptly the other party PWC of the existence of the request and shall provide the other party PWC a reasonable opportunity to review the information and to assert any rights it may have under this Section 11.9 5.5 or otherwise to prevent the production or disclosure of Privileged Information. Each party agrees that it will not GenTek shall not, produce or disclose any information that may be arguably covered by a Privilege of the other party or any of such other party’s Affiliates under this Section 11.9 5.5 unless (i) the other party PWC has provided its prior express written consent to such production or disclosure (which consent shall not be unreasonably withhelddisclosure, conditioned or delayed) or (ii) a court of competent jurisdiction has entered an order or finding which is not then appealable or a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilegeprivilege (it being understood that PWC shall bear the costs and expenses incident to such court proceedings). (c) Fortune Brands’ The parties understand and agree that the transfer of books any information between GenTek and records and other information to H&SPWC, and Fortune Brands’ agreement the access of GenTek to permit H&S to possess Privileged Information existing or generated prior to information regarding the Distribution DateRetained Businesses, are will be made in reliance on H&S’s agreement, as the agreements set forth in Sections 11.8 and 11.9this Section 5.5, to maintain the confidentiality of the Privileged Information and to assert and maintain all applicable Privileges. The information being transferred, the access to information being granted pursuant to Section 11.1granted, the agreement to provide witnesses and individuals pursuant to this Section 11.6 5.5 and the transfer of Privileged Information to H&S GenTek by PWC or any of its Subsidiaries pursuant to this Agreement shall will not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 5.5 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Fortune Brands in, or the obligations imposed upon H&S by, this Section 11.9. H&S’s transfer of books and records and other information to Fortune Brands, and H&S’s agreement to permit Fortune Brands to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on Fortune Brands’ agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to Fortune Brands pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to H&S in, or the obligations imposed upon Fortune Brands by, this Section 11.9.

Privileged Matters. (a) Each of Fortune Brands and H&S agrees to The parties each agree that they will maintain, preserve and assert all privileges, including without limitation privileges arising under or relating to the attorney-client relationship (which shall include without limitation the attorney-attorney- client and work product privileges), not heretofore waived, that relate directly or indirectly to the H&S Business or the Fortune Brands Business such party for any period prior to the Distribution Date (each a “"Privilege”" or "Privileges"). Each Neither party hereto acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the party requesting that such Privilege be asserted. Each party hereto agrees that neither it nor any of its Affiliates shall not waive any Privilege that could be asserted by the other party hereto or any of its Affiliates under applicable law without the prior written consent of the other party. The rights and obligations created by this Section 11.9 paragraph shall apply to all information relating to the Fortune Brands Business or the H&S Business as to which, but for the Distribution, either a party would have been entitled to assert or did assert the protection of a Privilege (“"Privileged Information”"), including but not limited to (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either the other party; (ii) all communications subject to a Privilege occurring prior to the Distribution Date between counsel for such party and any person who, at the time of the communication, was an employee of such party, regardless of whether such employee is or becomes an employee of the other party; and (iiiii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either a party or any of its Affiliates of any subpoena, discovery or other request that may call arguably calls for the production or disclosure of Privileged Information or if either such party or any of its Affiliates obtains knowledge that any current or former employee of Fortune Brands, H&S such party or any of their respective its Affiliates has received any subpoena, discovery or other request that may call which arguably calls for the production or disclosure of Privileged Information of the other party hereto or any of such other party’s AffiliatesInformation, such party shall promptly notify promptly the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 11.9 7.06 or otherwise to prevent the production or disclosure of Privileged Information. Each Neither party agrees that it will not produce or disclose any information that may be arguably covered by a Privilege of the other party or any of such other party’s Affiliates under this Section 11.9 7.06 unless (ia) the other party has provided its express written consent to such production or disclosure (which consent shall not be unreasonably withhelddisclosure, conditioned or delayed) or (iib) a court of competent jurisdiction has entered a final, nonappealable non-appealable order finding that the information is not entitled to protection under any applicable Privilegeprivilege. (c) Fortune Brands’ ACX's transfer of books Books and records Records and other information to H&SCTI, and Fortune Brands’ each party's agreement to permit H&S the other to possess Privileged Information existing occurring or generated prior to the Distribution Datedate of this Agreement, are made in reliance on H&S’s such other party's agreement, as set forth in Sections 11.8 and 11.9this Section 7.06, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.17.02 hereof, the agreement to provide witnesses and individuals pursuant to Section 11.6 7.03 hereof and the transfer of Privileged Information to H&S pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 7.06 or otherwise. Nothing in this Distribution Agreement shall operate to reduce, minimize or condition the rights granted to Fortune Brands into, or the obligations imposed upon H&S by, either party by this Section 11.9. H&S’s transfer of books and records and other information to Fortune Brands, and H&S’s agreement to permit Fortune Brands to possess Privileged Information existing or generated prior to 7.06. (d) If there is a reasonable likelihood that the Distribution Date, are made in reliance on Fortune Brands’ agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to Fortune Brands pursuant to this Agreement shall not be deemed a waiver by either party of any Privilege that has been could expose the other party or may any of its Affiliates to liability or could otherwise adversely affect the other party or any of its Affiliates, such party will notify the other party prior to such waiver, and, at the other party's request, such party will assert or preserve the Privilege, as applicable, if such party's interests will not be asserted under this Section 11.9 adversely affected by its assertion or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition preservation of the rights granted to H&S in, or the obligations imposed upon Fortune Brands by, this Section 11.9Privilege.

Privileged Matters. (a) Each of Fortune Brands Marathon Oil and H&S Marathon Petroleum agrees to use commercially reasonable efforts to maintain, preserve and and, following the written request of the other Party, assert all privileges, including privileges arising under or relating to the attorney-client relationship (which shall include the attorney-client and work product privileges), not heretofore waived, that relate to the H&S Marathon Petroleum Business or the Fortune Brands Marathon Oil Business for any period prior to the Distribution Date (each a “Privilege”). Each party Party hereto acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the party Party requesting that such Privilege be asserted. Each party hereto Party agrees that neither it nor any of its Affiliates shall not knowingly waive any Privilege that could be asserted by the other party hereto or any of its Affiliates under applicable law without the prior written consent of the other party. The rights and obligations created by this Section 11.9 shall apply to all information relating to the Fortune Brands Business or the H&S Business as to which, but for the Distribution, either party would have been entitled to assert or did assert the protection of a Privilege (“Privileged Information”), including (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either party and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either party of any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information or if either party obtains knowledge that any current or former employee of Fortune Brands, H&S or any of their respective Affiliates has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other party hereto or any of such other party’s Affiliates, such party shall notify promptly the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 11.9 or otherwise to prevent the production or disclosure of Privileged InformationParty. Each party Party agrees that it will not produce or disclose any information that it believes or has reason to believe may be covered by a Privilege of the other party or any of such other party’s Affiliates Party under this Section 11.9 13.9 unless (i) the other party Party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld, conditioned or delayed) or (ii) a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. The rights and obligations created by this Section 13.9 shall apply to all information relating to the Marathon Oil Business or the Marathon Petroleum Business as to which, but for the Distribution, either Party would have been entitled to assert or did assert the protection of a Privilege (“Privileged Information”), including (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either Party and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either Party of any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information or if either Party obtains knowledge that any current or former employee of Marathon Oil or Marathon Petroleum has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other Party, such Party shall notify promptly the other Party of the existence of the request and shall provide the other Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 13.9 or otherwise to prevent the production or disclosure of Privileged Information. (c) Fortune Brands’ Marathon Oil’s transfer of books and records and other information to H&SMarathon Petroleum, and Fortune Brands’ Marathon Oil’s agreement to permit H&S Marathon Petroleum to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on H&SMarathon Petroleum’s agreement, as set forth in Sections 11.8 Section 13.8 and 11.9Section 13.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.113.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 13.6 and the transfer of Privileged Information to H&S Marathon Petroleum pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 13.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Fortune Brands Marathon Oil in, or the obligations imposed upon H&S Marathon Petroleum by, this Section 11.913.9. H&SMarathon Petroleum’s transfer of books and records and other information to Fortune BrandsMarathon Oil, and H&SMarathon Petroleum’s agreement to permit Fortune Brands Marathon Oil to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on Fortune Brands’ Marathon Oil’s agreement, as set forth in Sections 11.8 Section 13.8 and 11.9Section 13.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.113.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 13.6 and the transfer of Privileged Information to Fortune Brands Marathon Oil pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 13.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to H&S Marathon Petroleum in, or the obligations imposed upon Fortune Brands Marathon Oil by, this Section 11.913.9.

Privileged Matters. (a) Each party shall, and shall cause the other members of Fortune Brands and H&S agrees its Group to, use its reasonable efforts to maintain, preserve preserve, protect and assert all privileges, privileges including all privileges arising under or relating to the attorney-client relationship (which shall include including the attorney-client and attorney work product privileges), not heretofore waived, that relate directly or indirectly to the H&S Business or the Fortune Brands Business any member of any other Group for any period prior to the Distribution Spinoff Date (each a “"Privilege”" or "Privileges"). Each party hereto acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by use its reasonable efforts not to waive, or permit the party requesting that such Privilege be asserted. Each party hereto agrees that neither it nor any other members of its Affiliates shall waive Group to waive, any such Privilege that could be asserted by the other party hereto or any of its Affiliates under applicable law Law without the prior written consent of the other parties. With respect to each party. The , the rights and obligations created by this Section 11.9 5.06 shall apply to all information relating to the Fortune Brands Business or the H&S Business as to whichwhich a member of its Group did assert or, but for the DistributionSpinoff, either party would have been entitled to assert or did assert the protection of a Privilege (“"Privileged Information”"), including (i) any and all information that (i) was generated or received prior to the Distribution Spinoff Date but which, after the DistributionSpinoff, is in the possession of either party and a member of the other Group, or (ii) all information generated, is generated or received or arising after the Distribution Spinoff Date that but refers to or relates to Privileged Information generated, that was generated or received or arising prior to the Distribution Spinoff Date. (b) Upon receipt by either a party or any member of its Group of any subpoena, discovery or other request that may call arguably calls for the production or disclosure of Privileged Information Information, or if either a party or any member of its Group obtains knowledge that any current or former employee of Fortune Brands, H&S such party or any member of their respective Affiliates its Group has received any subpoena, discovery or other request that may call which arguably calls for the production or disclosure of Privileged Information of the other party hereto or any of such other party’s AffiliatesInformation, such party shall promptly notify promptly the other party parties of the existence of the request and shall provide the other party parties a reasonable opportunity to review the information and to assert any rights it may have under this Section 11.9 5.06 or otherwise to prevent the production or disclosure of Privileged Information. Each No party agrees that it will not shall, or shall permit any member of its Group to, produce or disclose any information that may be arguably covered by a Privilege of the other party or any of such other party’s Affiliates under this Section 11.9 5.06 unless (i) the each other party has provided its express written consent to such production or disclosure (which consent shall not be unreasonably withhelddisclosure, conditioned or delayed) or (ii) a court of competent jurisdiction has entered an order which is not then appealable or a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. privilege (c) Fortune Brands’ transfer of books and records and other information to H&S, and Fortune Brands’ agreement to permit H&S to possess Privileged Information existing or generated prior it being understood that the parties not providing their consent to the Distribution Date, are made in reliance on H&S’s agreement, as set forth in Sections 11.8 production or disclosure of such information shall bear the costs and 11.9, expenses incident to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to H&S pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Fortune Brands in, or the obligations imposed upon H&S by, this Section 11.9. H&S’s transfer of books and records and other information to Fortune Brands, and H&S’s agreement to permit Fortune Brands to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on Fortune Brands’ agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to Fortune Brands pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to H&S in, or the obligations imposed upon Fortune Brands by, this Section 11.9such court proceedings).

Privileged Matters. (a) Each Party acknowledges that: (i) each Party and its Affiliates has or may obtain Privileged Information; (ii) there are and/or may be a number of Fortune Brands Litigation Matters affecting both of Buyer and H&S agrees to maintainSeller; (iii) both Buyer and Seller have a common legal interest in Litigation Matters, preserve in the Privileged Information and assert all privilegesin the preservation of the confidential status of the Privileged Information, including privileges arising under or in each case relating to the attorney-client relationship Business; and (which iv) both Buyer and Seller intend that the transactions contemplated by this Agreement and any transfer of Privileged Information in connection therewith shall include not operate as a waiver of any potentially applicable privilege. (b) Following the attorney-client Closing, each of Buyer and work product privileges)Seller agrees, on behalf of itself and each of its subsidiaries, not heretofore waived, that relate to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the H&S Business or the Fortune Brands Business for any period prior without providing prompt written notice to the Distribution Date (each a “Privilege”). Each party hereto acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the party requesting that such Privilege be asserted. Each party hereto agrees that neither it nor any of its Affiliates shall waive any Privilege that could be asserted by the other party hereto or any of its Affiliates under applicable law without obtaining the prior written consent of the other party. The rights and obligations created by this Section 11.9 shall apply to all information relating to the Fortune Brands Business or the H&S Business as to whichParty, but for the Distribution, either party would have been entitled to assert or did assert the protection of a Privilege (“Privileged Information”), including (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either party and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either party of any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information or if either party obtains knowledge that any current or former employee of Fortune Brands, H&S or any of their respective Affiliates has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other party hereto or any of such other party’s Affiliates, such party shall notify promptly the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 11.9 or otherwise to prevent the production or disclosure of Privileged Information. Each party agrees that it will not produce or disclose any information that may be covered by a Privilege of the other party or any of such other party’s Affiliates under this Section 11.9 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld, conditioned or delayed) delayed and shall not be withheld, conditioned or (ii) delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension or debarment or similar action. In the event of a disagreement concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction has entered a finaljurisdiction, nonappealable order finding provided that the information is limitations in this sentence shall not entitled to protection under any applicable Privilegeapply in the case of disclosure required by Law and so certified as provided in the first sentence of this Section 7.4(b). (c) Fortune Brands’ transfer After the Closing, upon receipt of books and records and any subpoena or other information to H&Scompulsory disclosure notice from a court, and Fortune Brands’ agreement to permit H&S to possess Privileged Information existing other Governmental Entity or generated prior to the Distribution Date, are made in reliance on H&S’s agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality otherwise which requests disclosure of Privileged Information and relating to assert and maintain all applicable Privileges. The access the Business, to information being granted pursuant the extent permitted by Law, Seller or Buyer, as applicable, shall as promptly as practicable provide to Section 11.1the other Party (in accordance with the notice provisions set forth herein) a copy of such notice, the agreement to provide witnesses intended response, and individuals pursuant to Section 11.6 all materials or information that might be disclosed and the transfer proposed date of Privileged Information to H&S pursuant to this Agreement shall not be deemed disclosure. In the event of a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Fortune Brands in, or the obligations imposed upon H&S by, this Section 11.9. H&S’s transfer of books and records and other information to Fortune Brands, and H&S’s agreement to permit Fortune Brands to possess Privileged Information existing or generated prior disagreement as to the Distribution Dateintended response or disclosure, are made unless and until the disagreement is resolved as provided in reliance on Fortune Brands’ agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.17.4(b), the agreement disclosing Party shall, at the other Party’s expense, cooperate to provide witnesses the extent such other party seeks to limit such disclosure and individuals pursuant take all reasonable steps to Section 11.6 and the transfer of Privileged Information to Fortune Brands pursuant to this Agreement shall not be deemed resist or avoid such disclosure, except as otherwise required by a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to H&S in, or the obligations imposed upon Fortune Brands by, this Section 11.9court Order requiring such disclosure.

Privileged Matters. (a) Each of Fortune Brands K▇▇▇▇▇▇▇-▇▇▇▇▇ and H&S Neenah agrees to maintain, preserve and assert all privileges, including including, without limitation, privileges arising under or relating to the attorney-client relationship (which shall include without limitation the attorney-client and work product privileges), not heretofore waived, that relate to the H&S Neenah Business or and the Fortune Brands Business Transferred Assets for any period prior to the Distribution Date (each a “Privilege”” or “Privileges” ). Each party hereto Party acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the party Party requesting that such Privilege privilege be asserted. Each party hereto Party agrees that neither it nor any of its Affiliates shall not waive any Privilege that could be asserted by the other party hereto or any of its Affiliates under applicable law without the prior written consent of the other partyParty. The rights and obligations created by this Section 11.9 12.8 shall apply to all information relating to the Fortune Brands Business or the H&S Neenah Business as to which, but for the Distribution, either party Party would have been entitled to assert or did assert the protection of a Privilege (“Privileged Information”” ), including without limitation, (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either party Party; and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either party Party of any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information or if either party Party obtains knowledge that any current or former employee of Fortune Brands, H&S K▇▇▇▇▇▇▇-▇▇▇▇▇ or any of their respective Affiliates Neenah has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other party hereto or any of such other party’s AffiliatesInformation, such party Party shall notify promptly the other party Party of the existence of the request and shall provide the other party Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 11.9 12.8 or otherwise to prevent the production or disclosure of Privileged Information. Each party agrees that it will not produce or disclose any information that may be covered by a Privilege of the other party or any of such other party’s Affiliates under this Section 11.9 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld, conditioned or delayed) or (ii) a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Fortune Brands’ transfer of books and records and other information to H&S, and Fortune Brands’ agreement to permit H&S to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on H&S’s agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to H&S pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Fortune Brands in, or the obligations imposed upon H&S by, this Section 11.9. H&S’s transfer of books and records and other information to Fortune Brands, and H&S’s agreement to permit Fortune Brands to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on Fortune Brands’ agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to Fortune Brands pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to H&S in, or the obligations imposed upon Fortune Brands by, this Section 11.9.of

Privileged Matters. (a) Each of Fortune Brands ▇▇▇▇ ▇▇▇, CoffeeCo and H&S DutchCo agrees to maintain, preserve and assert all privileges, including privileges arising under or relating to the attorney-client relationship (which shall include the attorney-client and work product privileges), not heretofore waived, that relate to the H&S CoffeeCo Business or the Fortune Brands ▇▇▇▇ ▇▇▇ Business or the Tax Opinion for any period prior to the Distribution Date (each a “Privilege”). Each party hereto Party acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the party Party requesting that such Privilege be asserted. Each party hereto Party agrees that neither it nor any of its Affiliates shall waive any Privilege that could be asserted by the other party hereto Parties or any of its Affiliates under applicable law without the prior written consent of the other partyParties. The rights and obligations created by this Section 11.9 shall apply to all information relating to the Fortune Brands ▇▇▇▇ ▇▇▇ Business or the H&S CoffeeCo Business as to which, but for the DistributionSeparation, either party each Party would have been entitled to assert or did assert the protection of a Privilege (“Privileged Information”), including (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either party any Party and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either party a Party of any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information or if either party a Party obtains knowledge that any current or former employee of Fortune Brands▇▇▇▇ ▇▇▇, H&S CoffeeCo or DutchCo or any of their respective Affiliates has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other party hereto Parties or any of such other party’s Parties’ Affiliates, such party Party shall notify promptly the other party Parties of the existence of the request and shall provide the other party Parties a reasonable opportunity to review the information and to assert any rights it may have under this Section 11.9 or otherwise to prevent the production or disclosure of Privileged Information. Each party Party agrees that it will not produce or disclose any information that may be covered by a Privilege of the any other party Party or any of such other partyParty’s Affiliates under this Section 11.9 unless (i) the other party such Party or such Affiliate has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld, conditioned or delayed) or (ii) a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Fortune Brands’ ▇▇▇▇ ▇▇▇’▇ transfer of books and records and other information to H&SCoffeeCo and DutchCo, and Fortune Brands’ ▇▇▇▇ ▇▇▇’▇ agreement to permit H&S CoffeeCo and DutchCo to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on H&SCoffeeCo’s and DutchCo’s agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to H&S CoffeeCo and DutchCo pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Fortune Brands in, or the obligations imposed upon H&S by, this Section 11.9. H&S’s transfer of books and records and other information to Fortune Brands, and H&S’s agreement to permit Fortune Brands to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on Fortune Brands’ agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to Fortune Brands pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to H&S in, or the obligations imposed upon Fortune Brands by, this Section 11.9.

Privileged Matters. (a) Each of Fortune Brands K▇▇▇▇▇▇▇-▇▇▇▇▇ and H&S Neenah agrees to maintain, preserve and assert all privileges, including including, without limitation, privileges arising under or relating to the attorney-client relationship (which shall include without limitation the attorney-client and work product privileges), not heretofore waived, that relate to the H&S Neenah Business or and the Fortune Brands Business Transferred Assets for any period prior to the Distribution Date (each a “Privilege” or “Privileges”). Each party hereto Party acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the party Party requesting that such Privilege privilege be asserted. Each party hereto Party agrees that neither it nor any of its Affiliates shall not waive any Privilege that could be asserted by the other party hereto or any of its Affiliates under applicable law without the prior written consent of the other partyParty. The rights and obligations created by this Section 11.9 12.8 shall apply to all information relating to the Fortune Brands Business or the H&S Neenah Business as to which, but for the Distribution, either party Party would have been entitled to assert or did assert the protection of a Privilege (“Privileged Information”), including without limitation, (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either party Party; and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either party Party of any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information or if either party Party obtains knowledge that any current or former employee of Fortune Brands, H&S K▇▇▇▇▇▇▇-▇▇▇▇▇ or any of their respective Affiliates Neenah has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other party hereto or any of such other party’s AffiliatesInformation, such party Party shall notify promptly the other party Party of the existence of the request and shall provide the other party Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 11.9 12.8 or otherwise to prevent the production or disclosure of Privileged Information. Each party Party agrees that it will not produce or disclose any information that may be covered by a Privilege of the other party or any of such other party’s Affiliates under this Section 11.9 12.8 unless (i) the other party Party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld), conditioned or delayed) or (ii) a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Fortune Brands’ K▇▇▇▇▇▇▇-▇▇▇▇▇’▇ transfer of books and records and other information to H&SNeenah, and Fortune Brands’ K▇▇▇▇▇▇▇-▇▇▇▇▇’▇ agreement to permit H&S Neenah to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on H&SNeenah’s agreement, as set forth in Sections 11.8 12.7 and 11.912.8, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.112.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 12.6 and the transfer of Privileged Information to H&S Neenah pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 12.8 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Fortune Brands K▇▇▇▇▇▇▇-▇▇▇▇▇ in, or the obligations imposed upon H&S Neenah by, this Section 11.9. H&S’s transfer of books and records and other information to Fortune Brands, and H&S’s agreement to permit Fortune Brands to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on Fortune Brands’ agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to Fortune Brands pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to H&S in, or the obligations imposed upon Fortune Brands by, this Section 11.912.8.

Privileged Matters. (a) Each party shall, and shall cause the other members of Fortune Brands and H&S agrees its Group to, use its reasonable efforts to maintain, preserve preserve, protect and assert all privileges, privileges including all privileges arising under or relating to the attorney-client relationship (which shall include including the attorney-client and attorney work product privileges), not heretofore waived, that relate directly or indirectly to the H&S Business or the Fortune Brands Business any member of any other Group for any period prior to the Distribution Spinoff Date (each a “"Privilege”" or "Privileges"). Each party hereto acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by use its reasonable efforts not to waive, or permit the party requesting that such Privilege be asserted. Each party hereto agrees that neither it nor any other members of its Affiliates shall waive Group to waive, any such Privilege that could be asserted by the other party hereto or any of its Affiliates under applicable law Law without the prior written consent of the other parties. With respect to each party. The , the rights and obligations created by this Section 11.9 5.06 shall apply to all information relating to the Fortune Brands Business or the H&S Business as to whichwhich a member of its Group did assert or, but for the DistributionSpinoff, either party would have been entitled to assert or did assert the protection of a Privilege (“"Privileged Information”"), including (i) any and all information that (i) was generated or received prior to the Distribution Spinoff Date but which, after the DistributionSpinoff, is in the possession of either party and a member of the other Group, or (ii) all information generated, is generated or received or arising after the Distribution Spinoff Date that but refers to or relates to Privileged Information generated, that was generated or received or arising prior to the Distribution Spinoff Date. (b) Upon receipt by either a party or any member of its Group of any subpoena, discovery or other request that may call arguably calls for the production or disclosure of Privileged Information Information, or if either a party or any member of its Group obtains knowledge that any current or former employee of Fortune Brands, H&S such party or any member of their respective Affiliates its Group has received any subpoena, discovery or other request that may call which arguably calls for the production or disclosure of Privileged Information of the other party hereto or any of such other party’s AffiliatesInformation, such party shall promptly notify promptly the other party parties of the existence of the request and shall provide the other party parties a reasonable opportunity to review the information and to assert any rights it may have under this Section 11.9 5.06 or otherwise to prevent the production or disclosure of Privileged Information. Each No party agrees that it will not shall, or shall permit any member of its Group to, produce or disclose any information that may be arguably covered by a Privilege of the other party or any of such other party’s Affiliates under this Section 11.9 5.06 unless (i) the each other party has provided its express written consent to such production or disclosure (which consent shall not be unreasonably withhelddisclosure, conditioned or delayed) or (ii) a court of competent jurisdiction has entered an order which is not then appealable or a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilegeprivilege (it being understood that the parties not providing their consent to the production or disclosure of such information shall bear the costs and expenses incident to such court proceedings). (c) Fortune Brands’ The parties understand and agree that the transfer of books any Books and records and Records or other information to H&Sbetween members of the ProcureNet Group, on the one hand, and Fortune Brands’ agreement members of the Fish▇▇ ▇▇▇up, on the other hand, including pursuant to permit H&S to possess Privileged Information existing or generated prior to the Distribution Dateany Ancillary Agreement, are shall be made in reliance on H&S’s agreementthe agreements of ProcureNet and Fish▇▇, as ▇▇ set forth in Sections 11.8 Section 5.03 and 11.9this Section 5.06, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses Books and individuals pursuant to Section 11.6 and the transfer of Privileged Information to H&S pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Fortune Brands in, or the obligations imposed upon H&S by, this Section 11.9. H&S’s transfer of books and records and other information to Fortune Brands, and H&S’s agreement to permit Fortune Brands to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on Fortune Brands’ agreement, as set forth in Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to Fortune Brands pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Section 11.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to H&S in, or the obligations imposed upon Fortune Brands by, this Section 11.9.Records