Common use of Use and Disclosure Restrictions Clause in Contracts

Use and Disclosure Restrictions. With respect to any Confidential Information either Party receives (“Receiving Party”) from the other Party (“Disclosing Party”), the Receiving Party shall: (i) keep such information confidential; (ii) use the same degree of care for the Disclosing Party’s Confidential Information that it uses for its own Confidential Information, but in no event with less than reasonable care; (iii) not use the Confidential Information other than in connection with the performance of this Agreement; and (iv) not divulge the Confidential Information to Receiving Party’s employees, agents or service providers, unless such personnel have a need to know and have undertaken a written obligation to keep the Confidential Information secret consistent with the terms of this Agreement (“Authorized Personnel”). Receiving Party agrees to use all reasonable steps to ensure that the Disclosing Party’s Confidential Information is not disclosed by Receiving Party’s Authorized Personnel in violation of this PHX 331127018v1 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

Use and Disclosure Restrictions. With respect to any Recipient shall maintain the confidentiality of Disclosing Party’s Confidential Information either Party receives (“Receiving Party”) from the other Party (“Disclosing Party”), the Receiving Party shall: (i) keep such information confidential; (ii) and use the same degree of care for the (but in no event less than a reasonable degree of care) to protect such Confidential Information as Recipient uses to protect its own similar Confidential Information. Recipient shall not discuss, use, disclose, reproduce, disassemble, decompile, or reverse engineer Disclosing Party’s Confidential Information that it uses for its own Confidential Information, but in no event with less than reasonable care; except as permitted under this Agreement or as otherwise required by law. Subject to the foregoing: (iiii) not use the MSC may disclose Newco Confidential Information other than only to those advisors, employees and subcontractors of MSC who have a need to know Newco Confidential Information for the purposes of providing the Services described in connection with the performance applicable Statement of Work or to otherwise perform MSC’s obligations under this Agreement; and (ivii) not divulge the Newco may disclose MSC Confidential Information only to Receiving Party’s employeesthose advisors, agents or service providers, unless such personnel employees and subcontractors of Newco who have a need to know and have undertaken a written obligation to keep the MSC Confidential Information secret consistent with for the terms purposes of receiving the Services described in the applicable Statement of Work or for evaluating MSC’s performance under this Agreement, or to otherwise exercise Newco’s rights under this Agreement; provided that, each Party, as applicable, will ensure that any subcontractor to which it discloses Confidential Information of the other Party will maintain the confidentiality of such Confidential Information to at least the same extent as this Agreement (“Authorized Personnel”)requires of the Disclosing Party. Receiving Party agrees to use Recipient shall take all reasonable steps measures to ensure that the restrain Recipient’s advisors, employees and subcontractors from unauthorized use or disclosure of Disclosing Party’s Confidential Information. Notwithstanding any terms to the contrary and in addition to any disclosure rights granted to Newco under this Agreement and any SOW, either Party may disclose MSC or Newco Confidential Information is not disclosed to state and federal regulators and their designees, as required by Receiving Partylaw, and to Newco’s Authorized Personnel auditors in violation connection with audits of this PHX 331127018v1 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUESTNewco.

Use and Disclosure Restrictions. With respect to any Confidential Information either Party receives (“Receiving Party”) from Each party shall not use the other Party (“Disclosing Party”), the Receiving Party shall: (i) keep such information confidential; (ii) use the same degree of care for the Disclosing Partyparty’s Confidential Information except as necessary to exercise its rights or perform its obligations under this Agreement, or as expressly permitted by this Agreement. Each party shall not disclose the other party’s Confidential Information to any third party, and shall only disclose such Confidential Information to those of its employees, contractors and agents that it uses need to know such Confidential Information for the purposes of this Agreement, provided that each such employee, contractor or agent is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set EXECUTION VERSION forth in this Agreement. Each party will use all reasonable efforts to maintain the confidentiality of all Confidential Information of the other party in its own Confidential Informationpossession or control, but in no event with less than reasonable care; . The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure or (ii) on an as-needed, confidential basis to its legal or financial advisors. Without limiting the restrictions set forth in Section 2, the foregoing obligations will not apply to any information that the receiving party can demonstrate with competent evidence (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party, (ii) was rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality as shown by the contemporaneous records of the receiving party, (iii) not is independently developed by the receiving party without use of, reference, or access to the disclosing party’s Confidential Information other than in connection with as shown by the performance written records of this Agreement; and the receiving party, or (iv) not divulge the Confidential Information receiving party rightfully obtains from a third party that had the right to Receiving Party’s employees, agents or service providers, unless make such personnel have a need to know and have undertaken a written disclosure without an obligation to keep the Confidential Information secret consistent with the terms of this Agreement (“Authorized Personnel”). Receiving Party agrees to use all reasonable steps to ensure that the Disclosing Party’s Confidential Information is not disclosed by Receiving Party’s Authorized Personnel in violation of this PHX 331127018v1 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUESTconfidentiality.

Use and Disclosure Restrictions. With respect Recipient will not use Discloser’s Confidential Information, except as necessary for Recipient’s performance of this agreement, and Recipient will not disclose such Confidential Information to any third party, except to those of its employees, Affiliates, and subcontractors that need to know such Confidential Information either Party receives (“Receiving Party”) from for the other Party (“Disclosing Party”)performance of this agreement, provided that each such employee, Affiliates, and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Recipient will strictly maintain the Receiving Party shall: (i) keep such information confidential; (ii) use confidentiality of all of Discloser’s Confidential Information in its possession or control using the same degree of care for the Disclosing Party’s Confidential Information that it as Recipient uses for to protect its own Confidential Informationconfidential information, but in no event with less than a reasonable caredegree of care given the nature and type of Confidential Information in Recipient’s possession. The foregoing obligations will not restrict Recipient from disclosing Confidential Information or the terms and conditions of this agreement: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that Recipient (a) gives reasonable notice to Discloser to enable it to contest such order or requirement, and (b) only discloses the limited portion of Confidential Information necessary to comply with such order or requirement; (ii) on a confidential basis to its legal or professional financial advisors; or (iii) not use as required under applicable securities regulations. Notwithstanding the Confidential Information other than in connection with the performance of this Agreement; and (iv) not divulge the Confidential Information to Receiving Party’s employees, agents or service providers, unless such personnel have a need to know and have undertaken a written obligation to keep the Confidential Information secret consistent with above. either Party may disclose the terms of this Agreement agreement in confidence, to its advisors, accountants and attorneys, to potential strategic partners, or for due diligence purposes to any actual or prospective acquirer, underwriter, or investor (“Authorized Personnel”or their respective advisors, accountants, and attorneys). Receiving Party agrees to use all reasonable steps to ensure that the Disclosing Party’s Confidential Information is not disclosed by Receiving Party’s Authorized Personnel in violation of this PHX 331127018v1 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

Use and Disclosure Restrictions. With respect to any Recipient shall maintain the confidentiality of Disclosing Party’s Confidential Information either Party receives (“Receiving Party”) from the other Party (“Disclosing Party”), the Receiving Party shall: (i) keep such information confidential; (ii) and use the same degree of care for the (but in no event less than a reasonable degree of care) to protect such Confidential Information as Recipient uses to protect its own similar Confidential Information. Recipient shall not discuss, use, disclose, reproduce, disassemble, decompile, or reverse engineer Disclosing Party’s Confidential Information that it uses for its own Confidential Information, but in no event with less than reasonable care; except as permitted under this Agreement or as otherwise required by law. Subject to the foregoing: (iiii) not use the SSM may disclose Newco Confidential Information other than only to those advisors, employees and subcontractors of SSM who have a need to know Newco Confidential Information for the purposes of providing the Services described in connection with the performance applicable Statement of Work or to otherwise perform SSM’s obligations under this Agreement; and (ivii) not divulge the Newco may disclose SSM Confidential Information only to Receiving Party’s employeesthose advisors, agents or service providers, unless such personnel employees and subcontractors of Newco who have a need to know and have undertaken a written obligation to keep the SSM Confidential Information secret consistent with for the terms purposes of receiving the Services described in the applicable Statement of Work or for evaluating SSM’s performance under this Agreement, or to otherwise exercise Newco’s rights under this Agreement; provided that, each Party, as applicable, will ensure that any subcontractor to which it discloses Confidential Information of the other Party will maintain the confidentiality of such Confidential Information to at least the same extent as this Agreement (“Authorized Personnel”)requires of the Disclosing Party. Receiving Party agrees to use Recipient shall take all reasonable steps measures to ensure that the restrain Recipient’s advisors, employees and subcontractors from unauthorized use or disclosure of Disclosing Party’s Confidential Information. Notwithstanding any terms to the contrary and in addition to any disclosure rights granted to Newco under this Agreement and any SOW, either Party may disclose SSM or Newco Confidential Information is not disclosed to state and federal regulators and their designees, as required by Receiving Partylaw, and to Newco’s Authorized Personnel auditors in violation connection with audits of this PHX 331127018v1 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUESTNewco.

Use and Disclosure Restrictions. With respect Each party acknowledges and agrees that the Confidential Information constitutes and contains valuable proprietary information and trade secrets of the other party, and embodies substantial creative efforts and confidential information, ideas and expressions of the other party. Each party agrees: (a) to protect the Confidential Information from unauthorized dissemination and use; (b) to use the Confidential Information only for the performance of its obligations and in connection with the exercise of its rights hereunder; (c) not to disclose any Confidential Information, or any part or parts thereof, to any of its employees, agents or contractors other than those employees who are aware of the confidentiality obligations imposed by this Section 8.2, and have entered into written confidentiality agreements with such party that require such employees to comply with confidentiality obligations no less restrictive than the requirements set forth in this Section 8.2; (d) not to disclose or otherwise provide to any third party, without the prior written consent of the other party, any Confidential Information either Party receives or any part or parts thereof; (“Receiving Party”e) from to undertake whatever action is necessary to prevent or remedy (or authorize the other Party party to do so in its name) any breach of its confidentiality obligations set forth herein or any other unauthorized disclosure of any Confidential Information by its current or former employees, agents or contractors; and (“Disclosing Party”)f) not to remove or destroy any proprietary or confidential legends or markings placed upon or contained within any Confidential Information. Notwithstanding the foregoing, either party may disclose Confidential Information of the Receiving Party shall: (i) keep such information confidential; (ii) use other party to distributors, licensees, customers, clients, business partners and other third parties to the extent necessary to exercise the rights and licenses with respect to Confidential Information granted hereunder. Without limiting the foregoing, each party agrees that it shall treat the Confidential Information of the other party with at least the same degree of care for the Disclosing Party’s Confidential Information that as it uses for would its own Confidential Information, but in no event with less than reasonable care; (iii) not use the Confidential Information other than in connection with the performance of this Agreement; and (iv) not divulge the Confidential Information to Receiving Party’s employees, agents or service providers, unless such personnel have a need to know and have undertaken a written obligation to keep the Confidential Information secret consistent with the terms of this Agreement (“Authorized Personnel”). Receiving Party agrees to use all reasonable steps to ensure that the Disclosing Party’s Confidential Information is not disclosed by Receiving Party’s Authorized Personnel in violation of this PHX 331127018v1 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUESThighly confidential information.

Use and Disclosure Restrictions. With respect to any Confidential Information either Neither Party receives (“Receiving Party”) from the other Party (“Disclosing Party”), the Receiving Party shall: will (i) keep such information confidential; (ii) use the same degree of care for the Disclosing other Party’s Confidential Information except as necessary for the performance of this Agreement or (ii) disclose such Confidential Information to any Person except to those of its and its Affiliates’ Representatives that it uses need to know such Confidential Information for the purpose of performing this Agreement, provided that each such Representative is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each Party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its own Confidential Informationpossession or control, but in no event with less than the efforts that such Party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party: (a) pursuant to the law, order or requirement of a court, administrative agency, or other governmental or administrative body, provided that the Party required to make such disclosure gives reasonable carenotice to the other party to contest such order or requirement; (iiib) not use the Confidential Information on a confidential basis to its and its Affiliates’ accountants, lawyers and other than in connection with the performance similar professional advisors, (c) on a confidential basis to actual and potential acquirers, lenders, investors and other similar transaction counterparties (and their counsel and similar professional advisors) as part of this Agreementcustomary due diligence; and (ivd) other parties with the disclosing party’s prior written consent. Notwithstanding the foregoing sentence, the receiving Party and its Affiliates shall not divulge disclose Source Code of the Confidential Information other Party to Receiving Party’s employees, agents or service providers, unless such personnel any Person other than its employees and contractors who have a need to know know. Prior to any disclosure by a recipient under this Section 14.03, such recipient must have an appropriate agreement with any such person sufficient to require such Person to treat such information as confidential and have undertaken a written obligation to keep the Confidential Information secret consistent with abide by the terms herein. In addition, each Party may disclose the terms and conditions of this Agreement (“Authorized Personnel”). Receiving Party agrees to use all reasonable steps to ensure as required under applicable securities laws or regulations; provided that the Disclosing Party’s Confidential Information is not disclosed by Receiving Party’s Authorized Personnel in violation Parties will mutually agree on any necessary redactions. This Section 14.03 will become effective as of this PHX 331127018v1 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUESTthe Effective Date.