Common use of Proprietary Information Clause in Contracts

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxxx://xxxxxxxx.xx.xxx/newfoilrequest?agencyCode=DOS) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDARegulations.ashx).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDARegulati ons.ashx).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDARegulations.ash x).

Proprietary Information. Notwithstanding any provisions The Cooperator shall place a proprietary notice on all information it delivers to the contrary Laboratory under this Agreement which it asserts is Proprietary Information of the Cooperator The Laboratory agrees that: 1) any information designated as Proprietary Information which is furnished by the Cooperator to the Laboratory under this Agreement; 2) any information obtained by either party during the performance of this CRADA that would be claimed as Proprietary Information had it been submitted by the Cooperator; or 3) any information furnished by the Cooperator in contemplation of this Agreement; shall be treated as Proprietary Information and will be used by the AgreementLaboratory only for the purpose of carrying out this Agreement or for Government purposes. Information designated as Proprietary Information shall not be disclosed, Contractor and NYSERDA acknowledge and agree that all informationcopied, reproduced or otherwise made available in any formatform whatsoever to any other person, submitted to NYSERDA shall firm, corporation, partnership, association or other entity without consent of the Cooperator except as such information may be subject to and treated in accordance with disclosure under the NYS Freedom of Information Law Act (“FOIL,” Public Officers Law5 U.S.C. ' 552), Article 6). Pursuant to FOILand EPA’s regulations at 40 C.F.R. Part 2, NYSERDA is or as required to make available be disclosed by other statutes. The Laboratory agrees to use its best efforts to protect the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt designated as Proprietary Information from unauthorized disclosure. ThereforeThe Cooperator agrees that the Laboratory is not liable for the disclosure of Proprietary Information which, unless after notice to and consultation with the Agreement specifically Cooperator, EPA determines may not lawfully be withheld or which a court of competent jurisdiction requires otherwise, Contractor should submit to be disclosed. If no claim of confidentiality accompanies information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking submittal and a reasonable person would not have reason to believe such informationinformation was proprietary or of a confidential nature, Contractor represents that then the information has actual or potential specific commercial or competitive value may be made public with no further notice to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Cooperator.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxxx://xxx.xx.xxx/programs/open-foil-ny) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) xxxx://xxx.xxx.xx.xxx/about/foil2.html and NYSERDA’s Regulations, Part 501 (xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Regulations.aspx).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 (xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Regulations.aspx).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxxx://xxx.xxx.xx.xxx/coog) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .(xxx.xxxxxxx.xx.xxx/Xxxxx/-/xxxxx/Xxxxx/Xxxxx/Xxxxxxx/XXXXXXX-Xxxxxxxxxxx.xxx)

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (ia) generally known or available from other sources without obligation concerning its confidentiality; (iib) made available by the owner to others without obligation concerning its confidentiality; or (iiic) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxxx://xxx.xx.xxx/programs/open-foil-ny) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations).

Proprietary Information. Notwithstanding any provisions To the extent that either party discloses to the contrary other any other information which it considers proprietary, said party shall identify such information as proprietary when disclosing it to the other party by marking it clearly and conspicuously as proprietary information. Any proprietary disclosure to either party, in the Agreementevent made orally, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall will be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that identified as proprietary information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking Any such information disclosed under this Agreement will be used by the recipient thereof only in its performance under this Agreement. Neither party shall be liable for the inadvertent or accidental disclosure of such information marked as proprietary, in the event such disclosure occurs despite the exercising of the same degree of care as the receiving party normally takes to preserve and safeguard its own proprietary information (but not less than reasonable care) or in the event such information, Contractor represents that the information has actual : (a) is or potential specific commercial or competitive value becomes lawfully available to the competitors of Contractor. Without limitation, information will not be considered confidential public from a source other than the receiving party; (b) is released in writing by the disclosing party without restrictions; (c) is lawfully obtained by the receiving party from a third party or proprietary if it is or has been (i) generally known or available from other sources parties without obligation concerning its of confidentiality; (iid) made available is lawfully known by the owner receiving party prior to others without obligation concerning its confidentialitysuch disclosure; or (iiie) already available to NYSERDA without obligation concerning its confidentialityis at any time lawfully developed by the receiving party completely independently of any such disclosure or disclosures from the disclosing party. In addition, neither party shall be liable for the event disclosure of a FOIL request, any proprietary information which it is NYSERDA’s policy to consider records as marked above receives under this Agreement pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and judicial action or decree, or pursuant to any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality requirement of any information submittedgovernment or any agency or department thereof, having jurisdiction over such party; provided that in the reasonable opinion of counsel for such party such disclosure is required; and provided further that such party to the extent reasonably practical, shall have given the other party notice prior to such disclosure. More information on FOIL, *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Securities Exchange Act.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidentialconfidentia l, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html( xxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDARegulations.ash x).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 (xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx ).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Vendor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Vendor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Vendor considers a proprietary and/or confidential trade secret, Contractor Vendor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Vendor represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorVendor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDARegulations.ashx).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-non- confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-non- proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx

Proprietary Information. Notwithstanding any provisions The Stockholders have personal knowledge of TBS's confidential business plans, marketing strategies, advertising copy, funding sources, wholesale and retail customer lists, equipment sources, financial projections and results and other information. This information and similar information is generally unknown to the contrary public and gives TBS a competitive advantage over those who do not have access to this information. TBS has taken, and the Surviving Corporation will take, care to protect this information from becoming generally known. The information described above, therefore, constitutes valuable trade secrets of TBS and, after the Merger, of the Surviving Corporation, and is referred to below as "Proprietary Information." TBS has and, after the Merger, the Surviving Corporation shall retain, all exclusive rights in the Proprietary Information. For so long as permitted by law, the Stockholders shall not disclose Proprietary Information to any third party (except with respect to response to judicial or administrative process, and such disclosure shall occur only after written notification to the Surviving Corporation immediately after receipt of such process and cooperation with the Surviving Corporation, if so requested, to assist in obtaining confidential treatment of, or a protective order for, the Proprietary Information), or make any commercial or academic or other use of the Proprietary Information without the express written consent of the Surviving Corporation, which consent may be withheld for any or no reason in the Surviving Corporation's sole discretion. These restrictions on the use and disclosure of Proprietary Information shall survive the expiration or termination of this Agreement, Contractor and NYSERDA acknowledge regardless of the grounds or lack of grounds therefor. The parties recognize and agree that all informationthat, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL requestthreatened or actual breach of this Section 6.3(a), it is NYSERDA’s policy the Surviving Corporation's remedy at law will be inadequate to consider records as marked above pursuant to fully compensate the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 Surviving Corporation for its losses. Therefore, the Surviving Corporation may enforce its rights hereunder by equitable remedies, including without limiting the generality of the foregoing, injunctive relief and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx specific performance.

Proprietary Information. Notwithstanding The Collaborator shall place a proprietary notice on all information that it delivers to CCTE under this Agreement which it asserts is Proprietary Information of the Collaborator. CCTE agrees that: (1) any provisions information designated as Proprietary Information which is furnished by the Collaborator to CCTE under this Agreement; (2) any information obtained by either party during the contrary performance of this Materials CRADA that would be claimed as Proprietary Information had it been submitted by the Collaborator; or (3) any information furnished by the Collaborator in contemplation of this Agreement shall be treated as Proprietary Information and will be used by CCTE only for the Agreementpurpose of carrying out this Agreement or for Government purposes. Information designated as Proprietary Information shall not be disclosed, Contractor and NYSERDA acknowledge and agree that all informationcopied, reproduced or otherwise made available in any formatform whatsoever to any other person, submitted to NYSERDA shall firm, corporation, partnership, association or other entity without consent of the Collaborator, except as such information may be subject to and treated in accordance with disclosure under the NYS Freedom of Information Law Act (“FOIL,” Public Officers Law5 U.S.C. § 552) and EPA’s regulations at 40 C.F.R. Part 2, Article 6). Pursuant to FOIL, NYSERDA is or as required to make available be disclosed by other statutes. CCTE agrees to use its best efforts to protect the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt designated as Proprietary Information from unauthorized disclosure. ThereforeThe Collaborator agrees that CCTE is not liable for the disclosure of Proprietary Information which, unless after notice to and consultation with the Agreement specifically Collaborator, EPA determines may not lawfully be withheld or which a court of competent jurisdiction requires otherwise, Contractor should submit to be disclosed. If no claim of confidentiality accompanies information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking submittal and a reasonable person would not have reason to believe such informationinformation was proprietary or of a confidential nature, Contractor represents that then the information has actual or potential specific commercial or competitive value may be made public with no further notice to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Collaborator.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .Regulations.aspx

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Dealer and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Dealer should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Dealer considers a proprietary and/or confidential trade secret, Contractor Dealer shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Dealer represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorDealer. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 (xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Regulations.aspx).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx ).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Equipment Owner and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Equipment Owner should submit information to NYSERDA in a non-confidential, non-non- proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Equipment Owner considers a proprietary and/or confidential trade secret, Contractor Equipment Owner shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Equipment Owner represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorEquipment Owner. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 (xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Regulations.aspx).

Proprietary Information. Notwithstanding any provisions To the extent that either party discloses to the contrary in other any other information which it considers proprietary, said party shall identify such information as proprietary when disclosing it to the Agreementother party by marking it clearly and conspicuously as proprietary information. Any proprietary disclosure to either party, Contractor and NYSERDA acknowledge and agree that all informationif made orally, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that identified as proprietary information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosuredisclosure and promptly thereafter confirmed in writing and identified as proprietary information, if the disclosing party wishes to keep such information proprietary under this Agreement. By so marking Any such information disclosed under this Agreement shall be used by the recipient thereof only in its performance under this Agreement. Neither party shall be liable for the inadvertent or accidental disclosure of such information marked as proprietary, if such disclosure occurs despite the exercising of the same degree of care as the receiving party normally takes to preserve and safeguard its own proprietary information (but not less than reasonable care) or if such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been : (i) generally known is or becomes lawfully available to the public from a source other sources without obligation concerning its confidentialitythan the receiving party before or during the period of this Agreement; (ii) made available is released in writing by the owner to others disclosing party without restrictions; (iii) is lawfully obtained by the receiving party from a third party or parties without obligation concerning its of confidentiality; (iv) is lawfully known by the receiving party prior to such disclosure; or (iiiv) already available to NYSERDA without obligation concerning its confidentialityis at any time lawfully developed by the receiving party completely independently of any such disclosure or disclosures from the disclosing party. In addition, neither party shall be liable for the event disclosure of a FOIL request, any proprietary information which it is NYSERDA’s policy to consider records as marked above receives under this Agreement pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and judicial action or decree, or pursuant to any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality requirement of any information submitted. More information on FOILGovernment or any agency or department thereof, having jurisdiction over such party, provided that in the reasonable opinion of counsel for such party such disclosure is required, and provided further that such party to the relevant statutory law and regulations, can be found at extent reasonably practical shall have given the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .other party notice prior to such disclosure,

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Grant Recipient and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Grant Recipient should submit information to NYSERDA in a non-confidential, non-non- proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Grant Recipient considers a proprietary and/or confidential trade secret, Contractor Grant Recipient shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Grant Recipient represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorGrant Recipient or its affiliates. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx R egulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Grant Recipient and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Grant Recipient should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Grant Recipient considers a proprietary and/or confidential trade secret, Contractor Grant Recipient shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Grant Recipient represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorGrant Recipient or its affiliates. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner EXECUTION VERSION to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx ).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-non- proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xx.xxx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-non- proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxxx://xxx.xxx.xx.xxx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDA-Regulations.pdf).

Proprietary Information. Notwithstanding any provisions To the extent that either party discloses to the contrary ----------------------- other any other information which it considers proprietary, said party shall identify such information as proprietary when disclosing it to the other party by marking it clearly and conspicuously as proprietary information. Any proprietary disclosure to either party, if made orally, shall be promptly confirmed in the Agreement, Contractor writing and NYSERDA acknowledge and agree that all identified as proprietary information, in any format, submitted if the disclosing party wishes to NYSERDA keep such information proprietary under this Agreement. Any such information disclosed under this Agreement shall be subject used by the recipient thereof only in its performance under this Agreement. Neither party shall be liable for the inadvertent or accidental disclosure of such information marked as proprietary, if such disclosure occurs despite the exercising of the same degree of care as the receiving party normally takes to preserve and treated in accordance with the NYS Freedom of Information Law safeguard its own proprietary information (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA but not less than reasonable care) or if such information (i) is required to make or becomes lawfully available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained public from a commercial enterprise and which if disclosed would cause substantial injury to source other than the competitive position receiving party before or during the period of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentialitythis Agreement; (ii) made available is released in writing by the owner to others disclosing party without restrictions; (iii) is lawfully obtained by the receiving party from a third party or parties without obligation concerning its of confidentiality; (iv) is lawfully known by the receiving party prior to such disclosure; or (iiiv) already available to NYSERDA without obligation concerning its confidentialityis at any time lawfully developed by the receiving party completely independently of any such disclosure or disclosures from the disclosing party. In addition, neither party shall be liable for the event disclosure of a FOIL request, any proprietary information which it is NYSERDA’s policy to consider records as marked above receives under this Agreement pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and judicial action or decree, or pursuant to any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality requirement of any information submitted. More information on FOILGovernment or any agency or department thereof, having jurisdiction over such party, provided, -------- that in the reasonable opinion of counsel for such party such disclosure is ---- required, and provided further that such party to the relevant statutory law and regulations, can be found at extent reasonably practical shall have given the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx other party notice prior to such disclosure.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-non- confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-non- confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Applicant and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Applicant should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Applicant considers a proprietary and/or confidential trade secret, Contractor Applicant shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Applicant represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorApplicant. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDARegulations.ashx).

Proprietary Information. Notwithstanding any provisions To the extent that either party discloses to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all informationother any other information which it considers proprietary or is proprietary information of a third party, in any formatwritten or tangible form, submitted said party shall identify such information as proprietary when disclosing it to NYSERDA the other party by marking it clearly and conspicuously as proprietary information. Any proprietary disclosure to either party, if made orally, shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that identified as proprietary information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure, if the disclosing party wishes to keep such information proprietary under this Agreement. By so marking Any such informationinformation disclosed under this Agreement shall be used by the recipient thereof only in its performance under this Agreement. Neither party shall be liable for the inadvertent or accidental disclosure of such information marked as proprietary, Contractor represents that if such disclosure occurs despite the exercising of the same degree of care as the receiving party normally takes to preserve and safeguard its own proprietary information has actual (but not less than reasonable care) or potential specific commercial if such information (1) is or competitive value becomes lawfully available to the competitors public from a source other than the receiving party before or during the period of Contractorthis Agreement, (2) is released in writing by the disclosing party without restrictions, (3) is lawfully obtained by the receiving party from a third party or parties ***Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Without limitation, information will not be considered Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential or proprietary if it is or has been (i) generally known or available from other sources treatment pursuant to Rule 24b-2 under the Securities Exchange Act. without obligation concerning its of confidentiality; , (ii4) made available is lawfully known by the owner receiving party prior to others without obligation concerning its confidentiality; such disclosure and is not subject to any confidentiality obligations, or (iii5) already available to NYSERDA without obligation concerning its confidentialityis at any time lawfully developed by the receiving party completely independently of any such disclosure or disclosures from the disclosing party. In addition, neither party shall be liable for the event disclosure of a FOIL request, any proprietary information which it is NYSERDA’s policy to consider records as marked above receives under this Agreement pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and judicial action or decree, or pursuant to any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality requirement of any information submitted. More information on FOILGovernment or any agency or department thereof, having jurisdiction over such party, provided that in the reasonable opinion of counsel for such party such disclosure is required, and provided further that such party, to the relevant statutory law extent reasonably practical, shall have given the other party notice prior to such disclosure. Customer and regulations, can SES Americom agree to negotiate in good faith a three-party non-disclosure agreement with Vendor for information to be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx disclosed related to this Agreement.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of Contractor submits information in a format that Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Regulations.aspx.

Proprietary Information. Notwithstanding Licensee acknowledge that the Services, including but not limited to all screens, reports, data arrangements, “look and feel”, and other components of the Services, constitute proprietary information of BASE (“Proprietary Information”). Licensee shall not, directly or indirectly, without BASE’s prior written consent, use the Proprietary Information for any provisions purpose other than as expressly permitted under this Agreement, and shall not divulge, provide, transmit, copy, make available or otherwise communicate the Proprietary Information to any third party. Proprietary Information shall not include information that (a) is in or enters the public domain without breach of this Agreement, (b) was possessed by Licensee as proven by written documentation prior to first receiving it from BASE, (c) was developed by Licensee independently and without use of or reference to the contrary in the AgreementProprietary Information, Contractor or (d) was received by Licensee from a third party without restriction on disclosure and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom without breach of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidentialdisclosure obligation or other agreement. Notwithstanding the foregoing, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known Licensee shall be permitted to disclose Proprietary Information if such disclosure is required by law, provided that Licensee (x) provides BASE with prompt notice of any potential disclosure requirement so as to permit BASE to seek a protective order or available from other sources without obligation concerning its confidentiality; appropriate remedy, and (iiy) made available by cooperates with BASE Education’s attempts to prevent disclosure or otherwise protect the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentialityProprietary Information. In Licensee acknowledges and agrees that a violation of this Section would cause BASE irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, BASE will be entitled to seek equitable relief, including a FOIL requestrestraining order, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 an injunction, specific performance and any other applicable law relief that may be available from any court, without any requirement to post a bond or regulationother security, or to prove actual damages or that monetary damages are not an adequate remedy. HoweverSuch remedies are not exclusive and are in addition to all other remedies that may be available at law, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx in equity or otherwise.

Proprietary Information. Notwithstanding any provisions Contractor acknowledges and agrees that funding for payment hereunder is being provided, in whole or in part, pursuant to a funding agreement between the contrary in Consortium and the Agreement, New York State Energy Research and Development Authority (“NYSERDA”). Contractor and NYSERDA the Consortium acknowledge and agree that all information, in any format, submitted to the Consortium may be shared with NYSERDA shall and may be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA the Consortium in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, the parties understand and agree that NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx.

Proprietary Information. Notwithstanding From and after the Closing, the Company Stockholders and each of their respective Affiliates shall not disclose or make use of any provisions information relating to the contrary in Surviving Corporation that is not generally known by, nor easily learned or determined by, persons outside of the AgreementCompany (collectively referred to herein as “Proprietary Information”) including, Contractor but not limited to: (a) research and NYSERDA acknowledge development; (b) software systems, computer programs and agree that all source codes; (c) sources of supply; (d) identity of specialized consultants and contractors; (e) purchasing, operating and other cost data; (f) Intellectual Property, (g) clinical and regulatory data and information; and (h) employee or service provider information, including all such information recorded in any formatmanuals, submitted to NYSERDA memoranda, projections, reports, minutes, plans, drawings, sketches, designs, data, specifications, software programs and records, whether or not legended or otherwise identified as Proprietary Information, as well as such information that is the subject of meetings and discussions and not recorded. Proprietary Information shall be subject to and treated in accordance with not include such information that the NYS Freedom of Information Law Company Stockholders can demonstrate (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA a) is required to make generally available to the publicpublic (other than as a result of a disclosure by a Company Stockholder), upon request, records or portions thereof which it possesses, unless that (b) was disclosed to the Company Stockholders by a third party under no obligation to keep such information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary formator (c) was independently developed by the Company Stockholders without reference to Proprietary Information and such Proprietary Information does not relate to a business that competes with the business of the Company or Parent as of the Closing. FOIL does provide that NYSERDA may deny access Notwithstanding the foregoing, the Company Stockholders shall have no obligation hereunder to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury keep confidential any of the Proprietary Information to the competitive position of extent disclosure thereof is required by Law; provided, however, that in the subject enterprise.” [See Public Officers event disclosure is required by Law, § 87(2)(d)]the Company Stockholders shall use best efforts to provide Parent with prompt advance notice of such requirement so that Parent may seek an appropriate protective order. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents Each Company Stockholder agrees that the information has actual remedy at Law for any breach of this Section 7.1 would be inadequate and that Parent or potential specific commercial the Surviving Corporation shall be entitled to injunctive relief, without the requirement of posting any bond or competitive value other security, in addition to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality remedy it may have upon breach of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx provision of this Section 7.1.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xx.xxx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDA- Regulations.ashx).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-non- proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxxx://xxx.xxx.xx.xxx/coog) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .(xxx.xxxxxxx.xx.xxx/Xxxxx/- /media/Files/About/Contact/NYSERDA-Regulations.pdf)

Proprietary Information. Notwithstanding In the course of evaluating the items, the Recipient will have access to, among other things, certain of DTE’s confidential and proprietary business documents and information, including, but not limited to, products, services, marketing, promotion and advertising data, technologies, know-how, trade secrets, current and future marketing and business plans and current and future research and development, all of which are or may be deemed to be confidential and proprietary and are owned and used by or are exclusively licensed to DTE. Such information shall be referred to as “Proprietary Information” and shall also include any provisions and all other confidential and proprietary information relating to the contrary in the Agreementbusiness conducted by DTE; provided, Contractor and NYSERDA acknowledge and agree that all informationhowever, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the following information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will shall not be considered confidential or proprietary if it is or has been deemed Proprietary Information: (i) generally known information which has become publicly available without breach hereunder by the Recipient or available from other sources without obligation concerning its confidentiality; another person, (ii) made available information which was rightfully received by the owner Recipient from a source not under obligation of confidentiality to others without obligation concerning its confidentiality; or DTE, (iii) already available information in the possession of the Recipient, in written or other recorded form, prior to NYSERDA disclosure by DTE, (iv) information which is developed by the Recipient independent of any Proprietary Information, and (v) information which DTE has approved in writing for release by the Recipient without obligation concerning its confidentialityrestriction. In Notwithstanding the event of a FOIL requestforegoing, it is NYSERDA’s policy shall not be a breach of this Agreement for either party to consider records as marked above pursuant disclose Proprietary Information of the other party if required to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable do so under law or regulation. Howeverin a judicial or other governmental investigation or proceeding, NYSERDA cannot guarantee provided the confidentiality of any information submitted. More information on FOIL, other party has been given prior notice and the relevant statutory law disclosing party has sought all available safeguards against widespread dissemination prior to such disclosure. Proprietary Information may be preliminary or incomplete and regulations, can be found at relate to products or services under development or planned for development. Recipient acquires no intellectual property rights under this Agreement except the website for limited rights necessary to evaluate the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) Transaction and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx to perform thereunder if the Transaction is consummated.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xx.xxx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxxx://xxx.xxxxxxx.xx.xxx/-/media/Files/About/Contact/NYSERDA-Regulations.pdf).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner theowner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .Regulations.aspx

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Subgrantee and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Subgrantee should submit information to NYSERDA in a non-confidentialnon‐confidential, non-proprietary non‐proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Subgrantee considers a proprietary and/or confidential trade secret, Contractor Subgrantee shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Subgrantee represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorSubgrantee. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxxx://xxx.xxxxxxxx.xx.xxx/freedom-information-law-foil-requests) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/-/media/Files/About/Contact/NYSERDA-Regulations.ashx).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlhttp://xxx.xxx.xx.xxx/xxxxx/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- http://xxx.xxxxxxx.xx.xxx/Xxxxx/New-York-State- Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Vendor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Vendor should submit information to NYSERDA in a non-confidential, non-non- proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Vendor considers a proprietary and/or confidential trade secret, Contractor Vendor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Vendor represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorVendor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About /Contact/NYSERDARegulations.ashx).

Proprietary Information. Notwithstanding The Collaborator shall place a proprietary notice on all information that it delivers to CCTE under this Agreement which it asserts is Proprietary Information of the Collaborator. CCTE agrees that: (1) any provisions information designated as Proprietary Information which is furnished by the Collaborator to CCTE under this Agreement; (2) any information obtained by either party during the contrary performance of this Materials CRADA that would be claimed as Proprietary Information had it been submitted by the Collaborator; or (3) any information furnished by the Collaborator in contemplation of this Agreement shall be treated as Proprietary Information and will be used by CCTE only for the Agreementpurpose of carrying out this Agreement or for Government purposes. Information designated as Proprietary Information shall not be disclosed, Contractor and NYSERDA acknowledge and agree that all informationcopied, reproduced or otherwise made available in any formatform whatsoever to any other person, submitted to NYSERDA shall firm, corporation, partnership, association or other entity without consent of the Collaborator, except as such information may be subject to and treated in accordance with disclosure under the NYS Freedom of Information Law Act (“FOIL,” Public Officers Law5 U.S.C. § 552) and EPA’s regulations at 40 C.F.R. Part 2, Article 6). Pursuant to FOIL, NYSERDA is or as required to make available be disclosed by other statutes. CCTE agrees to use its best efforts to protect the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt designated as Proprietary Information from unauthorized disclosure for a period of three (3) years from the date of the disclosure. ThereforeThe Collaborator agrees that CCTE is not liable for the disclosure of Proprietary Information which, unless after notice to and consultation with the Agreement specifically Collaborator, EPA determines may not lawfully be withheld or which a court of competent jurisdiction requires otherwise, Contractor should submit to be disclosed. If no claim of confidentiality accompanies information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking submittal and a reasonable person would not have reason to believe such informationinformation was proprietary or of a confidential nature, Contractor represents that then the information has actual or potential specific commercial or competitive value may be made public with no further notice to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Collaborator.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Purchaser and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Purchaser should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Purchaser considers a proprietary and/or confidential trade secret, Contractor Purchaser shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Purchaser represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorPurchaser. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xx.xxx/about/xxxx0.xxxxxxxx://www.d xx.xxxxx.xx.xx/xxxx/xxxx0.xxxx) and NYSERDA’s Regulations, Part 501 (xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx Regulations.aspxhttp://xxx.xxxxxxx.xx.xxx/xx/ About/~/media/Files/About/Contact/NYSER DARegulations.ashx).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets ecrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. confi By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html( xxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (h ttp://xxx.xxxxxxx.xx.xxx/xx/Xxxxx/~/xxxxx/Xxxxx/Xxxxx/Xxxxxxx/XXXXXXXXxxxxxxxxxx.xxxx).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Contrac or and NYSERDA YSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Info mation Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make m ke available to the public, upon request, records or portions thereof which it possessesossesses, unless that u ss tha information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically Agr ment spe ifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidentialconf dential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records reco ds or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDARegulations.ash x).

Proprietary Information. Notwithstanding Licensee acknowledge that the Services, including but not limited to all screens, reports, data arrangements, “look and feel”, and other components of the Services, constitute proprietary information of BASE (“Proprietary Information”). Licensee shall not, directly or indirectly, without BASE’s prior written consent, use the Proprietary Information for any provisions purpose other than as expressly permitted under this Agreement, and shall not divulge, provide, transmit, copy, make available or otherwise communicate the Proprietary Information to any third party. Proprietary Information shall not include information that (a) is in or enters the public domain without breach of this Agreement, (b) was possessed by Licensee as proven by written documentation prior to first receiving it from BASE, (c) was developed by Licensee independently and without use of or reference to the contrary in the AgreementProprietary Information, Contractor or (d) was received by Licensee from a third party without restriction on disclosure and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom without breach of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidentialdisclosure obligation or other agreement. Notwithstanding the foregoing, non-proprietary format. FOIL does provide Licensee shall be permitted to disclose Proprietary Information if such disclosure is required by law, provided that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been Licensee (i) generally known provides BASE with prompt notice of any potential disclosure requirement so as to permit BASE to seek a protective order or available from other sources without obligation concerning its confidentiality; appropriate remedy, and (ii) made available by cooperates with BASE Education’s attempts to prevent disclosure or otherwise protect the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentialityProprietary Information. In Licensee acknowledges and agrees that a violation of this Section would cause BASE irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, BASE will be entitled to seek equitable relief, including a FOIL requestrestraining order, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 an injunction, specific performance and any other applicable law relief that may be available from any court, without any requirement to post a bond or regulationother security, or to prove actual damages or that monetary damages are not an adequate remedy. HoweverSuch remedies are not exclusive and are in addition to all other remedies that may be available at law, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx in equity or otherwise.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of Contractor submits information in a format that Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlhttp://xxx.xxx.xx.xxx/xxxxx/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx http://xxx.xxxxxxx.xx.xxx/Xxxxx/New-York-State- Regulations.aspx.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-non- confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xx.xxx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Infor mation Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. ThereforeThere fore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-non - confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidentialconfidenti al” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-non- proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDARegulations.ashx).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.htmlxxxx://xxx.xxx.xxxxx.xx.xx/coog/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx (xxxx://xxx.xxxxxxx.xx.xxx/en/About/~/media/Files/About/Contact/NYSERDARegulations.ashx ).

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor Grant Recipient and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor Grant Recipient should submit information to NYSERDA in a non-confidential, non-non- proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor Grant Recipient considers a proprietary and/or confidential trade secret, Contractor Grant Recipient shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor Grant Recipient represents that the information has actual or potential specific commercial or competitive value to the competitors of ContractorGrant Recipient or its affiliates. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx.

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-non - confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, NYSERDA cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law and regulations, can be found at the website for the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State-Regulations.aspx .

Proprietary Information. Notwithstanding any provisions to the contrary in the Agreement, Contractor and NYSERDA acknowledge and agree that all information, in any format, submitted to NYSERDA shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL,” Public Officers Law, Article 6). Pursuant to FOIL, NYSERDA is required to make available to the public, upon request, records or portions thereof which it possesses, unless that information is statutorily exempt from disclosure. Therefore, unless the Agreement specifically requires otherwise, Contractor should submit information to NYSERDA in a non-confidential, non-proprietary format. FOIL does provide that NYSERDA may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law, § 87(2)(d)]. Accordingly, if the Agreement specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor. Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources without ithout obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to NYSERDA N XXXXX without obligation concerning its confidentiality. In the event of a FOIL request, it is NYSERDA’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Codes Rules & Regulations § 501.6 and any other applicable law or regulation. However, Howeve NYSERDA cannot guarantee the confidentiality of any information submitted. More information i ormat on on FOIL, and the relevant statutory law and regulations, can ca be found at the website for a he websi e or the Committee on Open Government (xxxx://xxx.xxx.xx.xxx/about/foil2.html) and NYSERDA’s Regulations, Part 501 xxxx://xxx.xxxxxxx.xx.xxx/About/New-York-State- Regulations.aspx .