Common use of Confidential Information Clause in Contracts

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBECourt’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE Court owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Court promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Court to protect such Confidential Information. Upon the JBECourt’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Court or, if so directed by the JBECourt, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Court in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Court shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During The Executive acknowledges that during his or her employment he or she will learn and have access to confidential information regarding the Term Bank and at all times thereafterthe Parent and its customers and businesses (“Confidential Information”). The Executive agrees and covenants not to disclose or use for his or her own benefit, Contractor will: or the benefit of any other person or entity, any such Confidential Information, unless or until the Bank or the Parent consents to such disclosure or use, or such information becomes common knowledge in the industry or is otherwise legally in the public domain. The Executive shall not knowingly disclose or reveal to any unauthorized person any Confidential Information relating to the Bank, the Parent, or any subsidiaries or affiliates, or to any of the businesses operated by them, and the Executive confirms that such information constitutes the exclusive property of the Bank and the Parent. The Executive shall not otherwise knowingly act or conduct himself (a) hold all Confidential Information in strict trust and confidenceto the material detriment of the Bank or the Parent, or its subsidiaries, or affiliates, or (b) refrain from using in a manner which is inimical or permitting others contrary to use the interests of the Bank or the Parent. Executive acknowledges and agrees that the existence of this Agreement and its terms and conditions constitutes Confidential Information in any manner or for any purpose not expressly permitted by this Agreementof the Bank, and (c) refrain from disclosing or permitting others the Executive agrees not to disclose any Confidential Information to any third party the Agreement or its contents without obtaining the JBE’s express prior written consent on a case-by-case basisof the Bank; provided, however, the Executive may disclose this Agreement to his personal attorney and personal tax advisor without prior consent from the Bank. Contractor will disclose Confidential Information only Notwithstanding the foregoing, the Bank reserves the right in its sole discretion to make disclosure of this Agreement as it deems necessary or appropriate in compliance with its employees or contractors who need regulatory reporting requirements. Notwithstanding anything herein to know that information in order the contrary, failure by the Executive to perform Services hereunder and who have executed a confidentiality agreement comply with Contractor at least as protective as the provisions of this sectionSection may result in the immediate termination of the Agreement within the sole discretion of the Bank, disciplinary action against the Executive taken by the Bank, including but not limited to the termination of employment of the Executive for breach of the Agreement and the provisions of this Section, and other remedies that may be available in law or in equity. The provisions of this section Section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During The Executive acknowledges that during his ------------------------ or her employment he or she will learn and have access to confidential information regarding the Term Bank and at all times thereafterthe Parent and its customers and businesses ("Confidential Information"). The Executive agrees and covenants not to disclose or use for his or her own benefit, Contractor will: or the benefit of any other person or entity, any such Confidential Information, unless or until the Bank or the Parent consents to such disclosure or use, or such information becomes common knowledge in the industry or is otherwise legally in the public domain. The Executive shall not knowingly disclose or reveal to any unauthorized person any Confidential Information relating to the Bank, the Parent, or any subsidiaries or affiliates, or to any of the businesses operated by them, and the Executive confirms that such information constitutes the exclusive property of the Bank and the Parent. The Executive shall not otherwise knowingly act or conduct himself (a) hold all Confidential Information in strict trust and confidenceto the material detriment of the Bank or the Parent, or its subsidiaries, or affiliates, or (b) refrain from using in a manner which is inimical or permitting others contrary to use the interests of the Bank or the Parent. Executive acknowledges and agrees that the existence of this Agreement and its terms and conditions constitutes Confidential Information in any manner or for any purpose not expressly permitted by this Agreementof the Bank, and (c) refrain from disclosing or permitting others the Executive agrees not to disclose any Confidential Information to any third party the Agreement or its contents without obtaining the JBE’s express prior written consent on a case-by-case basisof the Bank; provided, however, the Executive may disclose this Agreement to his personal attorney and personal tax advisor without prior consent from the Bank. Contractor will disclose Confidential Information only Notwithstanding the foregoing, the Bank reserves the right in its sole discretion to make disclosure of this Agreement as it deems necessary or appropriate in compliance with its employees or contractors who need regulatory reporting requirements. Notwithstanding anything herein to know that information in order the contrary, failure by the Executive to perform Services hereunder and who have executed a confidentiality agreement comply with Contractor at least as protective as the provisions of this sectionSection may result in the immediate termination of the Agreement within the sole discretion of the Bank, disciplinary action against the Executive taken by the Bank, including but not limited to the termination of employment of the Executive for breach of the Agreement and the provisions of this Section, and other remedies that may be available in law or in equity. The provisions of this section Section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this AgreementAgreement and any Participating Addendum. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The Each JBE owns all right, title and interest in the its Confidential Information. Contractor will notify the affected JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the a JBE’s request and upon any termination or expiration of this AgreementAgreement or a Participating Addendum, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all such JBE’s Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JBEs shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During The Contractor shall maintain the Term confidentiality of information designated as confidential by Princeton University, as well as any data and at all times thereafterinformation that the Contractor may derive from such confidential information, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor no less rigorously than it protects its own confidential or proprietary data and information of a similar nature, and shall not disclose any of such information to others, including its employees, except: (i) to the extent necessary to enable Contractor to carry out its Work or to effectuate any term or provision of the Contract, including without limitation any mediation or litigation to enforce this Contract; (ii) disclosures to Contractor’s accountants, attorneys, financial advisors; and (iii) disclosures required by law, including without limitation in response to lawful process or subpoena or other valid or enforceable order of a court of competent jurisdiction or any filings with governmental authorities, except that the Contractor shall provide notice to Princeton University sufficiently in advance (but in no event less than five (5) business days) of the greater requested disclosure in order to permit Princeton University to seek a protective order, to the fullest extent such notice is lawful. This confidentiality obligation shall apply to confidential information provided by Princeton University prior to the execution of reasonable care this Contract. Confidential information, including the copyright and industry-standard care. The JBE owns all rightother intellectual property rights of the confidential information, title provided by Princeton University is owned by Princeton University, and interest nothing in this Contract conveys any ownership rights to the Confidential InformationContractor. Contractor will notify the JBE promptly upon learning of shall similarly obligate any unauthorized disclosure or use of Confidential Information and will cooperate fully all persons and/or entities to whom such information is necessarily disclosed hereunder, including without limitation its Subcontractors, to maintain said information in strict confidence in conformance with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration terms of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligationsClause K7. Contractor acknowledges that there can agrees to be no adequate remedy at law liable for any breach of Contractor’s obligations under this sectionconfidentiality obligation by any of its Subcontractors or their respective employees or representatives. Contractor also agrees that, that any such breach will likely result in irreparable harm, and that upon the event of any breach or threatened breach of the this confidentiality obligationsobligation, the JBE Princeton University shall be entitled to appropriate equitable relief, without the requirement of posting a bondincluding injunctive relief and specific performance, in addition to all other rights and remedies otherwise available. The rights and obligations of the parties under this Clause K7 shall survive any termination of the Contract. At Princeton University’s request, Contractor and any of its other remedies at lawSubcontractors and their employees or agents shall execute Princeton University’s standard form of nondisclosure agreement. CLAUSE K8 EQUAL OPPORTUNITY EMPLOYER Princeton University is an Equal Opportunity Employer. Pursuant to Executive Orders 11246 and 11375, Section 503 of the Rehabilitation Act of 1973 and Section 402 of the Vietnam-Era Veterans Readjustment Act of 1974, Princeton University has developed Affirmative Action Plans that have been filed with and approved by the U.S. Department of Labor’s Office of Federal Contract Compliance Programs, and are available for review upon request. The Contractor (and Subcontractors, if applicable) shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a), and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. Contractor also warrants that it will comply with all applicable executive orders, and federal, state, and local laws, regulations, and rules, and Princeton University policies, as appropriate, relating to nondiscrimination, equal employment opportunity, and affirmative action.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEJudicial Council’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE Judicial Council owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Judicial Council promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Judicial Council to protect such Confidential Information. Upon the JBEJudicial Council’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Judicial Council or, if so directed by the JBEJudicial Council, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Judicial Council in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Judicial Council shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term Each party receiving Confidential Information ("Recipient") shall retain in confidence and at all times thereafterrequire its employees, Contractor will: (a) hold agents, and contractors to retain in confidence all Confidential Information of the other party ("Discloser"). "Confidential Information" means (i) for Us: the terms and conditions of this Agreement, all financial terms and conditions contained in strict trust Our quotation, and confidencethe Products as well as results of any Product benchmark or similar tests (whether performed by Us, You, or any third party); and (bii) refrain from using for either party: any information, in written or permitting others other tangible form, which has been conspicuously marked by Discloser as "confidential" or "proprietary" or if not so marked, if it should reasonably be regarded as confidential due to use the nature of the information being disclosed. Recipient shall protect Discloser's Confidential Information in any the same manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Recipient protects its own Confidential Information of similar importance, but in no event with less than reasonable care. Confidential Information shall remain the sole property of the Discloser and shall not be disclosed to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only (except, solely to its employees or contractors employees, attorneys, consultants, and subsidiaries, who need to know and are bound by a written agreement with Recipient to maintain the confidentiality of such Confidential Information in a manner consistent with this Agreement) or used except as permitted under this Agreement. Confidential Information shall not include any information that: (i) is or becomes publicly known without the Recipient's breach of any obligations owed to the Discloser; (ii) is rightfully disclosed to the Recipient from a source other than the Discloser without a breach of an obligation of confidentiality; or (iii) is independently developed by the Recipient without any access to the Discloser's Confidential Information. Notwithstanding the foregoing, We may disclose that You are Our customer. In addition, either party may disclose information in order compliance with applicable law or a court order, provided the Discloser is given reasonably prompt notice thereof and the Recipient provides cooperation and assistance in any attempt to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this sectionprevent or limit such disclosure. The provisions obligations set forth herein with respect to Confidential Information shall continue in full force and effect for a period of this section shall survive three (3) years after the expiration or date of termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During All information conveyed by Xxxxx regarding prices, costs, discounts, inventions, planned and existing products, packaging, customers and distributors as well as information regarding Xxxxx’x business or finances, production methods, know-how and other information used by Xxxxx is proprietary and confidential and to the Term extent that the Goods include or embody any of Xxxxx’x intellectual property, including inventions, patents, trademarks, service marks, trade dress, copyrighted material or any other material, information or data which, in the form and at manner presented, are proprietary to Xxxxx, all times thereaftersuch information and intellectual property shall be deemed “Confidential Information” and, Contractor willas applicable, trade secret information, and Supplier shall have only a limited, temporary, revocable, non-exclusive license (not including any have- made license) to use the Confidential Information only for the time period and to the extent necessary to complete the Agreement. Supplier must: (ai) hold all employ safeguards at least as stringent as it employs for protection of its own confidential information but no less than a reasonable degree of care to protect such Confidential Information in strict trust and confidence, Information; (bii) refrain from using not permit the use or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose disclosure of any Confidential Information to any third party without obtaining the JBE’s express prior written consent on person other than those employees of Supplier who have a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder fulfill the P.O. and who have executed a confidentiality agreement with Contractor are bound to at least the same obligations of confidentiality as protective set forth herein; (iii) not reproduce, copy, reverse compile, reverse engineer or misuse or misappropriate any Confidential Information; and (iv) promptly report to Xxxxx in writing any disclosure or attempted use of the Confidential Information in violation of this clause. When no longer required to fulfill the P.O., Supplier will return such Confidential Information or destroy it and provide acceptable proof thereof as Xxxxx directs. Supplier acknowledges that any breach of the provisions of this section. The provisions of this section shall survive Clause 9 would cause irreparable harm and therefore Xxxxx, in addition to all other relief available pursuant to applicable Law or in equity or under the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without where permitted by Law, including injunctions and any other or additional relief, including attorneys’ fees, even if the requirement of posting Confidential Information under consideration does not constitute a bond, in addition to its other remedies at lawtrade secret.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this AgreementAgreement and any Purchase Order. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The Each JBE owns all right, title and interest in the its Confidential Information. Contractor will notify the affected JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the a JBE’s request and upon any termination or expiration of this AgreementAgreement or a Purchase Order, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all such JBE’s Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JBEs shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so so, directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Contractor acknowledges that all information related to The Processing Service, including but not limited to fees, rates, charges, and sales data, operational Procedures, memoranda, sales kits, lists of Merchants and lists of potential Merchants have Been prepared and maintained by LP at significant cost and expense, that such information Represents a method of business operation unique to the Term business of LP being made available To Contractor pursuant to the terms of this Agreement, and that XX xxxxx such material Confidential and that LP have a proprietary interest therein. Contractor agrees it shall treat all Confidential information as strictly confidential and proprietary to LP, except to the extent that Disclosure thereof is necessary in the fulfillment of Contractor's obligations under this Agreement. All confidential information is and at all times shall be the property of LP, it being Agreed that such information is confidential and that LP has a proprietary interest therein. Contractor agrees that during the term of this Agreement and thereafter, it will not, directly or Indirectly, either individually or as an employee, contractor, partner, shareholder, consultant or In any other capacity, use or disclose, or cause to be used or disclosed, any confidential Information, regardless of whether Contractor will: (a) hold all Confidential Information may have participated in strict trust the development of any Such confidential information, except to the extent that use or disclosure thereof is necessary in Fulfilling Contractor's obligations under this Agreement. The promises made in this paragraph By Contractor shall be construed independently of any other provisions contained in this Agreement and confidenceshall be enforceable in both law and equity, (b) refrain from using including by temporary restraining Orders or permitting others preliminary or permanent injunction. This Agreement by Contractor not to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, Disclose shall continue and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or expiration, termination and/or term of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term Employment Period and at all times thereafter, Contractor will: Executive will hold in a fiduciary capacity for the benefit of the Company all trade secrets and confidential information, knowledge or data relating to the Company and its businesses and investments, which will have been obtained by Executive during Executive’s employment by the Company and which is not generally available public knowledge (a) hold all Confidential Information other than by acts by Executive in strict trust and confidence, (b) refrain from using violation of this Agreement). Except as may be required or permitting others to use Confidential Information appropriate in any manner or for any purpose not expressly permitted by connection with his carrying out his duties under this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party Executive will not, without obtaining the JBE’s express prior written consent of the Company or as may otherwise be required by law or any legal process, any statutory obligation or order of any court or statutory tribunal of competent jurisdiction, or as is necessary in connection with any adversarial proceeding against the Company (in which case Executive will use his reasonable best efforts in cooperating with the Company in obtaining a protective order against disclosure by a court of competent jurisdiction), communicate or divulge any such trade secrets, information, knowledge or data to anyone other than the Company and those designated by the Company or on a case-by-case basis. Contractor will disclose Confidential Information only to behalf of the Company in the furtherance of its employees business or contractors who need to know that information in order to perform Services hereunder duties hereunder. Notwithstanding anything to the contrary in this Agreement or otherwise, nothing shall limit Executive’s rights under applicable law to provide truthful information to the Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Safety and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized useHealth Administration, accessU.S. Securities and Exchange Commission, or disclosure other federal, state or local governmental agency or commission or comparable state or local agency (each, a “Governmental Entity”) or to file a charge with or participate in an investigation conducted by any Governmental Entity. Notwithstanding the same manner as Contractor protects its own confidential foregoing, Executive agrees to waive Executive’s right to recover monetary damages in connection with any charge, complaint or proprietary information of lawsuit filed by Executive or anyone else on Executive’s behalf (whether involving a similar natureGovernmental Entity or not); provided that Executive is not agreeing to waive, and with no less than this Agreement shall not be read as requiring Executive to waive, any right Executive may have to receive an award for information provided to any Governmental Entity. Executive is hereby notified that the greater immunity provisions in Section 1833 of reasonable care and industry-standard care. The JBE owns all right, title and interest in 18 of the Confidential Information. Contractor will notify the JBE promptly upon learning of United States Code provide that an individual cannot be held criminally or civilly liable under any unauthorized disclosure federal or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at state trade secret law for any breach disclosure of Contractor’s obligations under this sectiona trade secret that is made (1) in confidence to federal, that any such breach will likely result in irreparable harmstate or local government officials, either directly or indirectly, or to an attorney, and that upon any breach is solely for the purpose of reporting or threatened breach investigating a suspected violation of the confidentiality obligationslaw, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to Executive’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the JBE shall trade secret may be entitled used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawcourt order.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will Adopter may disclose Confidential Information only to its (i) regular employees or and individuals retained as independent contractors who need subject to know that information in order confidentiality obligations equivalent to perform Services hereunder and those applicable to regular employees of Adopter who have executed a reasonable need-to- know and are bound in writing by obligations of confidentiality sufficient to protect the Confidential Information in accordance with the terms of this Agreement, (ii) Fellow Adopters, (iii) entities subject to a non-disclosure agreement with Contractor at least as protective as DTLA or Adopter that includes provisions substantially in the form of the provisions of this section. The provisions Confidentiality Agreement that relate to Confidential Information, provided that Adopter may disclose to such parties only information that such parties are entitled to receive under their Adopter Agreement or nondisclosure agreement and, in the event that any such entity is not a Fellow Adopter, Adopter shall be liable for any failure by such entity to maintain the confidentiality of Confidential Information in accordance with the terms of this section Confidentiality Agreement; or (iv) Adopter's attorneys, auditors or other agents who owe Adopter a duty of confidentiality and are bound to maintain such information in confidence as a result of a fiduciary relationship. Adopter shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in use the same manner as Contractor protects its own confidential or proprietary information degree of a similar naturecare, and with but no less than the greater a reasonable degree of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any to avoid unauthorized disclosure or use of Confidential Information as such party employs with respect to its comparably important confidential information. Notwithstanding the foregoing, Adopter and will cooperate fully with the JBE to protect DTLA may disclose Adopter’s status (or lack of it) as a licensee of DTCP, and such disclosure shall not constitute Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEJCC’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE JCC owns all right, title and interest in the Confidential Information. Contractor will notify the JBE JCC promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE JCC to protect such Confidential Information. Upon the JBEJCC’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE JCC or, if so directed by the JBEJCC, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE JCC in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JCC shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During The Seller shall keep confidential and shall not divulge to any party, without the Term Purchaser’s prior written consent, the Purchase Price paid by the Purchaser for any Mortgage Loan or Mortgage Loan Package, except to the extent that it is appropriate for the Seller to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies. The Seller hereby acknowledges that the Purchaser is subject to certain privacy and at all times thereafterinformation security laws and regulations pursuant to which the Purchaser is required to obtain certain undertakings from the Seller with regard to the privacy, Contractor will: use and protection of nonpublic personal financial information of the Mortgagors and certain other parties. Therefore, notwithstanding anything to the contrary contained in this Agreement, the Seller agrees that (a) hold it shall keep all Confidential Customer Information in strict trust strictly confidential and confidence, shall not disclose or use any Customer Information except to the extent necessary to carry out its obligations under this Agreement and for no other purpose and (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose it shall not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Customer Information to any third party, including, without limitation, its third party service providers, without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will of the Purchaser and an agreement in writing from the third party to use or disclose Confidential such Customer Information only to its employees or contractors who need the extent necessary to know that information in order to perform Services hereunder carry out the Seller's obligations under this Agreement and who have executed a confidentiality agreement with Contractor for no other purposes. At any time at least as protective as the provisions request and option of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure Purchaser and in the same manner as Contractor protects its own confidential or proprietary information event of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this AgreementAgreement (or any part thereof), Contractor will promptly the Seller agrees to promptly: (ax) return to the JBE orPurchaser all Customer Information; or (y) properly destroy or permanently erase (on all forms of recordation), in a manner consistent with the Purchaser’s obligations under applicable laws and regulations, the Customer Information and, if so directed requested by the JBEPurchaser, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE acknowledge in writing that Contractor all such Customer Information has fully complied with the foregoing obligationsbeen destroyed or permanently erased. Contractor acknowledges that there can be no adequate remedy at law for any breach The obligations set forth in this Section shall survive termination of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawAgreement.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust may be used or disclosed by Customer only as provided herein. Customer, on behalf of itself and confidenceits employees and agents, (b) refrain from using agrees that, during the period of its business relationship with any Seller and for a period of two years thereafter Customer shall not at any time disclose to any person, or permitting others to use Confidential Information in for its own benefit or the benefit of any manner or for any purpose not expressly permitted by this Agreementthird party, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on of the Seller. Notwithstanding the foregoing, Customer may disclose Confidential Information to one or more third parties if it is required to do so pursuant to law, court order or other directive of a case-by-case basislegislative body. Contractor will Customer shall disclose such Confidential Information only to its those employees or contractors who need of Customer who: (i) have a need-to-know such Confidential Information in the performance of their duties associated with business relationship between Customer and Seller and (ii) are advised by Customer of the confidential nature of such information and are bound by Customer to know that information maintain such in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor confidence. Customer shall maintain at least the same degree of diligence in the protection of the Confidential Information as protective it uses with regard to its own proprietary information. All Confidential Information is provided “AS IS”, without warranty or guarantee of any kind as to its accuracy, completeness, operability, fitness for particular purpose, or any other warranty, express or implied. Seller shall not be liable to Customer for any damages, loss, expense, or claim of loss arising from use of or reliance on the provisions Confidential Information. For purposes of clarification, Customer shall keep confidential and not disclose, reproduce, excerpt or distribute any portion thereof of Software Materials, Developments and other proprietary information of Seller, including but not limited to all information located on Seller paper or letterhead. Each Seller shall retain ownership of all rights, including all Intellectual Property Rights, in its Confidential Information. No other right, immunity or license to the Confidential Information, express or implied, is granted by Seller to the Customer pursuant to this sectionAgreement under any patent, patent application, copyright, trademark or other Intellectual Property Right, now or hereafter owned or controlled by Seller. The provisions limitations on the use and disclosure of Confidential Information set forth in this section Agreement shall survive continue for a period of two (2) years after the expiration or termination this Agreement; provided, however, that any Confidential Information that constitutes a trade secret under applicable law shall be subject to the limitations on the use and disclosure of such information hereunder for as long as such Confidential Information constitutes a trade secret under applicable law. Upon the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, Customer shall promptly return or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (that Customer received from Seller, in every form and medium)whatever form, and (b) certify without retaining any copies or excerpts thereof. Seller reserves all Intellectual Property Rights to the JBE in writing standard assemblies. Seller agrees that Contractor has fully complied Customer may use drawings or documentation provided with the foregoing obligationsProducts for maintenance purposes, but may not use them for manufacturing purposes. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE All information submitted to Seller by Customer shall be entitled deemed to appropriate equitable relief, without the requirement of posting be submitted on a bond, non-confidential basis unless agreed otherwise in addition to its other remedies at lawwriting.

Confidential Information. During Any and all information disclosed by the Term Buyer to the Seller or by the Seller to the Buyer as a result of the negotiations leading to the execution of this Agreement, or in furtherance thereof, which information was not already known to the Seller or to the Buyer, as the case may be, shall remain confidential to the Seller and the Buyer. Each of the Seller and the Buyer agree not to further divulge or disclose or use for its benefit or purposes any such information at any time in the future unless it has otherwise become public. The information intended to be protected hereby shall include, but not be limited to, financial information, customers, sales representatives, and anything else having an economic or pecuniary benefit to the Buyer or the Seller, respectively. If the Closing occurs hereunder, any and all times thereafterinformation disclosed by the Seller to the Buyer and relating to the Business or the Acquired Assets shall thereafter be deemed the confidential information of the Buyer, Contractor will: rather than of the Seller, and the Seller agrees not to further divulge or disclose or use for its benefit or purposes any such information at any time in the future unless it has otherwise become public. The confidentiality letter agreement (the "Confidentiality Letter") dated September 5, 2000 between the X. Xxxxx and Footstar, Inc., is incorporated herein by reference and shall continue in force and effect after the date hereof, except that (a) hold all Confidential Information the Buyer, rather than Footstar, Inc., shall be deemed the "Recipient" as that term is used in strict trust and confidencethe Confidentiality Letter, (b) refrain from using to the extent that any terms of the Confidentiality Letter are inconsistent with any terms of this Agreement (not including the Confidentiality Agreement), the terms of this Agreement shall govern, (c) until the Closing occurs or permitting others to use Confidential Information this Agreement has been validly terminated, paragraph 8 of the Confidentiality Letter shall not restrict actions by the Buyer in any manner or for any purpose not expressly permitted by this Agreementfurtherance of its acquisition of the Business, and (cd) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining paragraph 4 of the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section Confidentiality Letter shall not survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawClosing hereunder.

Confidential Information. During Each purchaser of a Note or of a beneficial interest therein (a "Holder") shall be deemed to have agreed to comply by this Section 6.09 by accepting such Note or beneficial interest. Each Holder acknowledges that it may obtain information relating to the Term Servicer or the Issuer which is of a confidential and proprietary nature ("Proprietary Information"). Such Proprietary Information may include, but is not limited to, non-public trade secrets, know how, invention techniques, processes, programs, schematics, source documents, data, and financial information. Each Holder shall at all times thereaftertimes, Contractor will: both during the term of this Agreement and for a period of three (a3) hold all Confidential Information years after its termination, keep in strict trust and confidenceconfidence all such Proprietary Information, and shall not use such Proprietary Information other than as required to enforce its rights under its Note, nor shall any Holder disclose any such Proprietary Information without the written consent of the Servicer or the Issuer. Each Holder further agrees to immediately return all Proprietary Information (bincluding copies thereof) refrain from using in its possession, custody, or permitting others to use Confidential Information in any manner or control upon termination of this Agreement for any purpose not expressly permitted by reason. No Holder shall disclose, advertise or publish the existence or the terms or conditions of this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party Agreement without obtaining the JBE’s express prior written consent on of the Servicer or the Issuer. Notwithstanding the foregoing, this Section 6.09 shall not prohibit disclosure of information that is required to be disclosed by each Holder pursuant to federal or state laws or regulation. In particular each Holder agrees that it shall not, without the prior consent of the Servicer or the Issuer, disclose the existence of this Agreement or any of the terms herein to any Person other than (i) counsel to each Holder (ii) an employee or director of each Holder with a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder implement this Agreement and who have executed a only if such employee or director or counsel agrees to maintain the confidentiality agreement with Contractor at least as protective as the provisions of this sectionAgreement or (iii) a bona fide purchaser or potential purchaser of the Note. The parties hereto agree that the Servicer and/or the Issuer shall have the right to enforce these nondisclosure provisions by an action for specific performance filed in any court of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure competent jurisdiction in the same manner as Contractor protects its own confidential or proprietary information State of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawKansas.

Confidential Information. During Any non-public information, drawings, diagrams or other items relating to the Term Biological Materials which are disclosed by Fred Hutch to Company and that are either identified as confidential or that, under the circumstances, should reasonably be expected to be confidential (collectively, the “Confidential Information”), will remain the property of Fred Hutch, will be retained in confidence by Company using not less than a reasonable degree of care, and will not be disclosed by Company to anyone other than Company personnel who are providing services and are bound by written confidentiality and non-use restrictions at least as strict as those set forth herein. All materials containing Confidential Information will remain the property of Fred Hutch and will, along with all times thereaftercopies summaries and other tangible manifestations thereof, Contractor willbe immediately returned (or destroyed if requested by Fred Hutch) to Fred Hutch upon its reasonable request. Company will be responsible for any breach of confidentiality hereunder by any of its Affiliates, consultants, employees, independent contractors and subcontractors. Company will advise Fred Hutch immediately in the event that it learns or has reason to believe that any person has disclosed or used or intends to disclose or use Fred Hutch’s Confidential Information and the remedial or preventative actions being taken. Company acknowledge and agree that a breach of this Article 5 may cause irreparable harm to Fred Hutch for which the award of money damages may be inadequate and that in the event of any breach of this provision, Fred Hutch will be entitled to seek injunctive relief in addition to seeking any other remedy provided in this Agreement or available at law. Notwithstanding any of the foregoing, Confidential Information does not include materials or information that Company can, prior to its proposed use or disclosure, substantiate by written documentation: (a) hold all Confidential Information in strict trust and confidence, were explicitly approved for release by Fred Hutch; (b) refrain were already known by Company prior to receiving the information or material from using Fred Hutch or permitting others were disclosed to use Confidential Information in Company by a third party having the right to disclose without any manner or for any purpose not expressly permitted by this Agreement, and obligation of confidentiality; (c) refrain from disclosing were or permitting others to disclose any Confidential Information to any third party without obtaining have become part of the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to public domain through no fault or breach of obligation by Company, its employees or contractors who need agents; or (d) are required to know be disclosed by law or court or administrative order, provided that information Company will, if reasonably possible, notify Fred Hutch of the intended disclosure in advance, reasonably cooperate with the Fred Hutch’s effort to seek a protective order contesting or limiting the disclosure and limit its disclosure to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as that which is required for the provisions of this sectionforegoing purpose. The provisions of this section shall confidentiality obligations herein will survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure Agreement and continue in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and effect with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of respect to any unauthorized disclosure or use item of Confidential Information and will cooperate fully with for so long as it falls within the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium)definition, and (b) certify to outside the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionexclusions, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawset forth herein.

Confidential Information. During Anything in this Agreement to the Term contrary notwithstanding, any and at all times thereafterknowledge, Contractor will: know-how, practices, processes or other information disclosed or submitted in writing or in other tangible form by Amarantus to MMRI pursuant to this Agreement, or which MMRI becomes aware of through any means as part of this Sponsored Research Agreement (a) hold all "Confidential Information"), shall be received and maintained by MMRI in strict confidence. MMRI shall use its best efforts to make sure that neither it nor its employees discloses Amarantus's Confidential Information, and in any event will use as much care in protecting Amarantus's Confidential Information as MMRI uses in protecting MMRI's own Confidential Information. MMRI expressly acknowledges that the Results shall be considered Amarantus's Confidential Information. MMRl shall not use the Confidential Information for any purpose other than those purposes specified in this Agreement. MMRl may disclose Confidential Information solely to employees requiring access thereto for the purposes of this Agreement, provided, however, that prior to making any such disclosures, each such employee shall be bound by contractual obligation to maintain Confidential Information in strict trust confidence and confidence, (b) refrain from using or permitting others to not use Confidential Information in any manner or such information for any purpose not expressly permitted by this Agreement, other than in accordance with the terms and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination conditions of this Agreement. Contractor will protect the The foregoing nondisclosure obligations shall not apply to Confidential Information from unauthorized use, access, or disclosure that MMRl can establish by competent written proof: (i) was in the same manner as Contractor protects its own confidential or proprietary information public domain at the time of a similar naturedisclosure; (ii) after disclosure, and with no less becomes part of the public domain other than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration by breach of this Agreement, Contractor will promptly Agreement by MMRI; or (aiii) return to was in MMRI's possession in documentary form at the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach time of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawdisclosure.

Confidential Information. During To the Term extent that MBC receives from ------------------------ InterTrust under this Agreement any InterTrust Technology or any other information or technology that is marked "Confidential" when disclosed in written form, or indicated as "Confidential" when disclosed orally ("Confidential Information"), MBC shall hold such Confidential Information -------------------------- in strict confidence and at all times thereafter, Contractor willin a manner that: (ai) hold all is sufficiently secure for the character and content of the Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, Information; and (cii) refrain from disclosing is not less secure than procedures used by MBC to protect its comparably important information and technology. MBC shall not, without InterTrust's prior written consent, use, disclose, provide or permitting others to disclose otherwise make available any Confidential Information to any third party without obtaining Person, except to one or more of MBC's permitted sublicensees as authorized under the JBE’s express prior written consent on terms and conditions of this Agreement, and their employees. Each of such sublicensees and employees shall have a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who reasonable need to know such Confidential Information, and each shall operate under the same restrictions as MBC. Furthermore, in each case of disclosure to an employee or authorized sublicensee, access to such Confidential Information shall be allowed only to the extent necessary to enable MBC or any such authorized sublicensee to exercise its license (or sublicense) hereunder and/or as expressly allowed hereunder. MBC and any such sublicensees, as the case may be, shall: (a) require their employees having access to any portion of Confidential Information to strictly maintain its confidentiality; and (b) ensure that information in order to perform Services hereunder and who each such employee shall have executed with MBC and/or an authorized sublicensee (as applicable) a confidentiality written non-disclosure/non-use agreement with Contractor at least in the form set forth on Exhibit E hereto or as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, accesssubsequently provided by InterTrust, or disclosure in MBC's or such sublicensee's applicable form agreement which shall effectively and comparably bind such employee to the same manner scope as Contractor protects its own confidential or proprietary information of a similar natureInterTrust's form agreement, and with no less than the greater of which MBC's or sublicensee's form agreement shall be subject to InterTrust's reasonable care and industry-standard careprior written approval. The JBE owns all right, title and interest MBC shall notify InterTrust promptly in the Confidential Information. Contractor will notify the JBE promptly upon learning writing of any unauthorized disclosure or use other misuse or misappropriation of Confidential Information and will cooperate fully with any portions of the JBE to protect such Confidential Information. Upon the JBE’s request MBC and upon any termination or expiration of this Agreement, Contractor will promptly sublicensee (aas appropriate) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has shall be fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law responsible for any breach of Contractor’s MBC's or sublicensees' obligations under this section, that Agreement by any person to whom such breach will likely result in irreparable harm, and that upon any breach or threatened breach Confidential Information has been disclosed. Any obligation of the confidentiality obligations, the JBE MBC with respect to Confidential Information pursuant to this Section 9.1(b) shall be entitled expire thirty-six (36) months after disclosure of such information by InterTrust to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawMBC.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEJUDICIAL COUNCIL OF CALIFORNIA’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE JUDICIAL COUNCIL OF CALIFORNIA owns all right, title and interest in the Confidential Information. Contractor will notify the JBE JUDICIAL COUNCIL OF CALIFORNIA promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE JUDICIAL COUNCIL OF CALIFORNIA to protect such Confidential Information. Upon the JBEJUDICIAL COUNCIL OF CALIFORNIA’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE JUDICIAL COUNCIL OF CALIFORNIA or, if so directed by the JBEJUDICIAL COUNCIL OF CALIFORNIA, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE JUDICIAL COUNCIL OF CALIFORNIA in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JUDICIAL COUNCIL OF CALIFORNIA shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During The parties acknowledge and agree that in their performance hereof, each (“Recipient”) may receive or be exposed to the Term proprietary and confidential information of the other (“Owner”) that is designated orally or in writing as being confidential (“Confidential Information”). Recipient shall use Owner’s Confidential Information solely in furtherance of Recipient’s performance hereunder and for no other purpose whatsoever. Recipient shall not disclose Owner’s Confidential Information to any third parties except to Recipient’s trusted employees and contractors having a legitimate need to know in furtherance of Recipient’s performance hereunder and who are bound by confidentiality obligations at all times thereafter, Contractor willleast as restrictive as those hereof. Confidential Information shall not include information that: (ai) hold all was lawfully known by Recipient without an obligation of confidentiality before its receipt from Owner; (ii) is independently developed by Recipient without reliance on or use of Owner’s Confidential Information in strict trust and confidence, Information; (biii) refrain from using is or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted becomes publicly available without a breach by Recipient of this Agreement, and ; or (civ) refrain from disclosing or permitting others is disclosed to Recipient by a third party under no obligation to maintain its confidentiality. If Recipient is requested to disclose any Confidential Information as part of an administrative or judicial proceeding, Recipient shall, to any third party without obtaining the JBEextent permitted by applicable law, promptly notify Owner of that request and cooperate with Owner, at Owner’s express prior written consent on expense, in seeking a case-by-case basis. Contractor will disclose Confidential Information only to its employees protective order or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own similar confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in treatment for the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure If no protective order or use other confidential treatment is obtained, Recipient shall disclose only that portion of Confidential Information which is legally required and will cooperate fully with exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the JBE Confidential Information which is required to be disclosed. Each party acknowledges that the Confidential Information of Owner is unique and valuable, and that remedies at law will be inadequate to protect such Confidential Information. Upon the JBE’s request and upon Owner from any termination actual or expiration threatened breach of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed Section 11 by the JBE, destroy all Confidential Information (in every form Recipient and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in would cause irreparable harmand continuing injury to Owner. Therefore, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Owner shall be entitled to appropriate seek equitable relief, relief with respect to the enforcement of this Section 11 without the any requirement of posting to post a bond, in addition to its all other remedies available to Owner at lawlaw or in equity.

Confidential Information. During SRK recognizes and acknowledges that it will have access to and may develop or become aware of certain information of Tonkin Springs LLC, TSHI or their respective affiliates (collectively, Tonkin Entities) and that such information constitutes confidential information of the Term and at all times thereafterTonkin Entities. SRK shall not, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using during or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by after the term of this Agreement, use or disclose directly or indirectly any such confidential information to any person, firm, corporation, association, or other entity, except to Contractors engaged by SRK and (c) refrain from disclosing to authorized representatives of the Tonkin Entities, for any reason or permitting others purpose whatsoever without the Tonkin Entities' prior written approval. SRK represents that it has entered into agreements with all of its employees requiring them not to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on such information. Only employees with a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who demonstrable need to know that will be given access to information in order to perform Services hereunder and who have executed collected or developed under this Agreement. In the event of a confidentiality agreement with Contractor at least as protective as breach or threatened breach by SRK of the provisions of this sectionSection 3, the Tonkin Entities shall be entitled to a temporary restraining order or a preliminary injunction restraining SRK from using or disclosing, in whole or in part, such confidential information, and SRK consents to the entry of such a temporary restraining order or preliminary injunction without the necessity of the Tonkin Entities posting any bond in connection therewith and agrees that it shall not assert any defenses to any petition filed by the Tonkin Entities in a court of competent jurisdiction requesting such temporary restraining order and/or preliminary injunction, as the case may be. Nothing herein shall be construed as prohibiting the Tonkin Entities and its affiliates from pursuing any other remedies available to them for such breach or threatened breach, including the recovery of damages from SRK. The provisions provision of this section Section 3 shall survive the expiration dissolution or termination of this Agreement. Contractor will protect The obligations of this Section 3 do not apply to information which: (a) is or becomes part of the Confidential Information from unauthorized usepublic domain without the breach of any obligation of confidentiality owed to the Tonkin Entities; or (b) is lawfully in the possession of SRK at the time it was acquired hereunder without the breach of any obligation of confidentiality owned to the Tonkin Entities; or (c) is required by law to be disclosed. In the event SRK receives any legal process purporting to require the production of confidential information to any court, accessagency, other tribunal, person, or disclosure in entity, SRK shall immediately notify the same manner as Contractor protects its own confidential or proprietary information Tonkin Entities, provide the Tonkin Entities with a copy of a similar naturesuch legal process, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Tonkin Entities in any legal proceeding arising therefrom. Except for the reports and documents expressly required to protect such Confidential Information. Upon be provided to the JBE’s request and upon any termination or expiration NDEP pursuant to Section 1 of this Agreement, Contractor will promptly (a) return SRK shall not communicate with governmental agencies concerning the Work or concerning SRK's or Contractors' performance of the Work without obtaining the prior approval of TSHI and Tonkin Springs LLC. Any reports, documents, or other information, regardless of form, that is collected or developed by SRK pursuant to this Agreement shall be exclusively the JBE orproperty of TSHI and Tonkin Springs LLC and all such reports, if so directed by the JBEdocuments, destroy all Confidential Information (in every form and medium)or information, and (b) certify any copies thereof shall be turned over to TSHI and Tonkin Springs LLC at the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach conclusion of the confidentiality obligationsWork, unless TSHI and Tonkin Springs LLC shall sooner request same. SRK may retain one hard copy of such documents for record purposes. Reuse of such documents by TSHI or Tonkin Springs LLC for other than the JBE project covered by this Agreement shall be entitled without liability to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawSRK.

Confidential Information. During The Executive acknowledges that in the Term course of performing services for the Company and at all times thereafterits affiliates, Contractor will: Executive may create (a) hold all alone or with others), learn of, have access to, and/or receive Confidential Information, and the Company hereby agrees to provide the Executive with Confidential Information in strict trust the course of the Executive’s performance of services for the Company and confidence, (b) refrain from using or permitting others to use its affiliates. The Executive recognizes that all such Confidential Information in any manner is the sole and exclusive property of the Company and its affiliates or for any purpose not expressly permitted by this Agreementof third parties to which the Company or an affiliate owes a duty of confidentiality, that it is the Company’s policy to safeguard and keep confidential all such Confidential Information, and that disclosure of Confidential Information to an unauthorized third party would cause irreparable damage to the Company and its affiliates. Executive agrees that, during employment with the Company or an affiliate (c) refrain from disclosing including prior to the Effective Date), except as required by the duties of Executive’s employment with the Company or permitting others to disclose any of its affiliates, Executive will not, without the written consent of the Company, willfully disseminate or otherwise disclose, directly or indirectly, any Confidential Information disclosed to Executive or otherwise obtained by Executive during his or her employment with the Company or its affiliates, and will take all necessary precautions to prevent disclosure, to any third party without obtaining unauthorized individual or entity (whether or not such individual or entity is employed or engaged by, or is otherwise affiliated with, the JBE’s express prior written consent on a case-by-case basis. Contractor Company or any affiliate), and will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect use the Confidential Information from unauthorized use, access, or disclosure in solely for the same manner benefit of the Company and its affiliates and will not use the Confidential Information for the benefit of any other person nor permit its use for the benefit of Executive. These obligations shall continue during and after the termination of Executive’s employment for any reason and for so long as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information remains Confidential Information. Contractor will Anything herein to the contrary notwithstanding, Executive shall not be restricted from: (i) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the JBE promptly upon learning Company that he or she has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of any unauthorized disclosure reporting or use investigating a suspected violation of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination law; or expiration of this Agreement, Contractor will promptly (aiv) return to the JBE ordisclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations such filing is made under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawseal.

Confidential Information. During Owner will disclose and make available to Recipient certain information that is non-public, confidential and/or proprietary in nature relating to the Term possible sale of certain property to Recipient (“Confidential Information”). By executing this Agreement, Recipient (including, without limitation, its respective officers, directors, employees, counsel, consultants, brokers or agents) acknowledges and at all times thereafter, Contractor will: (a) hold all agrees that it shall maintain the Confidential Information in strict trust confidence from the time of this Agreement and confidence, for a period of three (b3) refrain years from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by the Effective Date of this Agreement, and (c) refrain from disclosing or permitting others shall not, without the prior written consent of Owner, disclose any of the Confidential Information except as permitted herein; provided, however, that there shall be no obligation on the part of Recipient to disclose maintain in confidence any Confidential Information disclosed to any it by Owner: (i) which is generally known to the trade or the public at the time of such disclosure; (ii) which becomes generally known to the trade or the public subsequent to the time of such disclosure, but not as a result of disclosure by the other; (iii) which is legally received by Recipient from a third party without obtaining restriction; (iv) which is independently developed by Recipient; (v) which is approved for release in writing Owner whose Confidential Information is to be released, prior to any release; or (vi) is demanded by a lawful order from any court or any body empowered to issue such an order. Recipient agrees to notify Owner promptly of the JBE’s express prior written consent on receipt of any such order, and to promptly provide Owner with a case-by-case basiscopy of such order. Contractor will If Recipient is required to disclose Confidential Information in response to a valid order by a court or other governmental body, as required by law, Recipient may disclose such Confidential Information only to its employees the extent legally compelled. Owner will be given an opportunity to oppose any such order or contractors who need to know seek a protective order that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect protects the Confidential Information from unauthorized useat issue before Recipient complies with any such court or governmental order provided, accesshowever, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns that all right, title and interest in the Confidential Information. Contractor Parties will notify the JBE promptly upon learning of stipulate to any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE orders necessary to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawsaid information from public disclosure.

Confidential Information. During CobbFendley acknowledges that it and its employees or agents may, in the Term course of performing their responsibilities under this Agreement, be exposed to or acquire information that is confidential to County. Any and at all times thereafter, Contractor will: information of any form obtained by CobbFendley or its employees or agents from County in the performance of this Agreement shall be deemed to be confidential information of County ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by CobbFendley shall be treated with respect to confidentiality in the same manner as the Confidential Information. Confidential Information shall be deemed not to include information that (a) is or becomes (other than by disclosure by CobbFendley) publicly known or is contained in a publicly available document; (b) is rightfully in CobbFendley's possession without the obligation of nondisclosure prior to the time of its disclosure under this Agreement; or (c) is independently developed by employees or agents of CobbFendley who can be shown to have had no access to the Confidential Information. CobbFendley agrees to hold all Confidential Information in strict trust and confidence, (b) refrain from using at least the same degree of care that CobbFendley uses in maintaining the confidentiality of its own confidential information, and not to copy, reproduce, sell, assign, license, market, transfer or permitting others otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information in any manner or for any purpose not expressly permitted by this Agreementpurposes whatsoever other than the provision of Services to County hereunder, and (c) refrain from disclosing to advise each of its employees and agents of their obligations to keep Confidential Information confidential. CobbFendley shall use its best efforts to assist County in identifying and preventing any unauthorized use or permitting others disclosure of any Confidential Information. Without limitation of the foregoing, CobbFendley shall advise County immediately in the event CobbFendley learns or has reason to disclose believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and CobbFendley will at its expense cooperate with County in seeking injunctive or other equitable relief in the name of County or CobbFendley against any such person. CobbFendley agrees that, except as directed by County, CobbFendley will not at any time during or after the term of this Agreement disclose, directly or indirectly, any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harmperson, and that upon termination of this Agreement or at County's request, CobbFendley will promptly turn over to County all documents, papers, and other matter in CobbFendley’s possession which embody Confidential Information. CobbFendley acknowledges that a breach of this Section, including disclosure of any Confidential Information, or disclosure of other information that, at law or in equity, ought to remain confidential, will give rise to irreparable injury to County that is inadequately compensable in damages. Accordingly, County may seek and obtain injunctive relief against the breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bondforegoing undertakings, in addition to its any other legal remedies at lawthat may be available. CobbFendley acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interest of County and are reasonable in scope and content. CobbFendley in providing all services hereunder agrees to abide by the provisions of any applicable Federal or State Data Privacy Act.

Confidential Information. During You agree that all Confidential Information of CIN, except medical records of Covered Persons and any other non-aggregated information belonging to You, is the Term exclusive property of CIN, is confidential and at all times thereaftermay not be used or disclosed by You, Contractor willexcept as expressly permitted herein or required by law. In the event of a breach of this Section, CIN will be entitled to enjoin You from such breach and obtain an equitable remedy prohibiting You from disclosing in whole or in part the Confidential Information of CIN. “Confidential Information of CIN” includes, regardless of form and without limitation: (a) hold all Confidential Information in strict trust budgets, strategic plans, marketing plans, financial information, data, documents, records, and confidenceother materials, which contain information relating to the operation of CIN; (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreementall methods, techniques, and procedures utilized in providing services to patients not readily available through sources in the public domain; (c) refrain all trademarks, trade names, and service marks of CIN; (d) all proprietary computer software, programs, data files, and documentation; (e) all work product (including materials developed by You or Your Providers) prepared in connection with or resulting from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a caseperformance of services under this Agreement; and (f) all CIN Policies and the methods and manner by which CIN conducts the CIN Activities; and (g) all non-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that public information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least obtained as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination part of this Agreement. Contractor will protect In the event that You are compelled to disclose Confidential Information of CIN pursuant to any statute, regulation, order or other form of valid legal process, You must provide CIN with prior written notice of such compelled disclosure in accordance with CIN Policies as soon as practicable after receiving the legal process to permit CIN to seek a protective order. If, following receipt of such written notice from You, CIN is unable to obtain or does not seek a protective order, and You are legally compelled to disclose the Confidential Information from unauthorized useof CIN, access, or then Your disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of such Confidential Information and of CIN under legal compulsion will cooperate fully be made without liability. Unless otherwise required by law, You agree that, before reporting any actual or perceived violation of law, by CIN or any Participant, Other Entity, Provider or other person with regard to the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration provision of services under this Agreement, Contractor to any governmental entity, You will promptly (a) return first discuss any potential legal or compliance matter with CIN’s designated compliance officer and, unless otherwise required by law, provide CIN an opportunity to the JBE orinvestigate and appropriately report any compliance matter brought to its attention by You. Further, if so directed You agree that You will cause any financial benefit You receive as a result of reporting any violation or perceived violation of law based on such non-public information to be donated to an organization determined by the JBE, destroy all Confidential Information (in every form and mediumIRS to be qualified under Internal Revenue Code Section 501(c)(3), and (b) certify to . This Section will survive the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law termination of this Agreement for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawreason.

Confidential Information. During You agree that the Term Beta Materials (including without limitation any information concerning the Beta Game (including its nature and at all times thereafterexistence, Contractor will: features, functionality, and screen shots), the Beta Tools, and the Beta Services) and any other information disclosed by BNEA to You in connection with the Beta Program will be considered and referred to in these Beta Program Terms as “Confidential Information.” Information that otherwise would be deemed Confidential Information but (a) hold all Confidential Information in strict trust is generally and confidencelegitimately available to the public through no fault or breach of Yours, (b) refrain is generally made available to the public by BNEA, (c) is independently developed by You without the use of any Confidential Information, (d) was rightfully obtained from using a third party who had the right to transfer or permitting others disclose it to You without limitation, or (e) any third party software and/or documentation provided to You by BNEA and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation will not be considered Confidential Information under these Beta Program Terms. All Confidential Information remains the sole property of BNEA and You have no implied licenses or other rights in the Confidential Information not specified in these Beta Program Terms. Except as expressly permitted in this Section 7 of these Beta Program Terms, You agree that You will not disclose, publish, or otherwise disseminate any Confidential Information to anyone except as otherwise expressly permitted or agreed to in writing by BNEA. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information, including preventing access to or display of the Beta Materials to third parties. You agree to use the Confidential Information solely for the permitted uses as set forth in these Beta Program Terms. You agree not to use Confidential Information in any manner otherwise for Your own or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party party’s benefit without obtaining the JBE’s express prior written consent on a case-by-case basisapproval of an authorized representative of BNEA in each instance. Contractor will disclose Confidential Information only to its employees or contractors who need to know You hereby acknowledge that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to BNEA that may be difficult to ascertain. Accordingly, You agree that BNEA will cooperate fully with have the JBE right to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return seek immediate injunctive relief to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s enforce obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, these Beta Program Terms in addition to its any other rights and remedies at lawit may have.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEJudicial Council’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this AgreementAgreement and any Participating Addendum. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The Judicial Council and each JBE owns all right, title and interest in the its Confidential Information. Contractor will notify the Judicial Council or affected JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the Judicial Council and JBE to protect such Confidential Information. Upon the Judicial Council’s or a JBE’s request and upon any termination or expiration of this AgreementAgreement or a Participating Addendum, Contractor will promptly (a) return to the Judicial Council or JBE or, if so directed by the Judicial Council or JBE, destroy all such Judicial Council or JBE’s Confidential Information (in every form and medium), and (b) certify to the Judicial Council or JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Judicial Council and JBEs shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Buyer covenants and agrees not to communicate: (i) the Term terms or any aspect of this Agreement and at the transactions contemplated hereby; and (ii) the content of any and all times thereafterinformation in respect of the Property which is supplied to Buyer (collectively, Contractor will“Confidential Information”) to any person or entity, without the express written consent of Seller; provided however, Buyer may without consent, disclose the Confidential Information: (a) hold all Confidential Information in strict trust and confidenceto its respective advisors, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreementattorneys, accountants, partners, investors, and lenders (ccollectively, the “Transaction Parties”) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a caseof Seller, DocuSign Envelope ID: 152B017F-1685-by4862-case basis. Contractor will disclose Confidential Information only A15A-F3DBA8A3FF4B so long as any such Transaction Parties to its employees or contractors who need whom disclosure is made also agree to know that keep all such information confidential in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully accordance with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), terms hereof; and (b) certify if disclosure is required by law or by regulatory or judicial process, provided that in such event, Buyer shall notify Seller in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the Confidential Information, including without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such Confidential Information by such tribunal and shall disclose only that portion of the Confidential Information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the JBE extent that any such Confidential Information is a matter of public record or is provided in writing that Contractor has fully complied other sources readily available to the real estate industry other than as a result of disclosure by Buyer or its Transaction Parties. Buyer hereby indemnifies, defends and holds Seller harmless from any and all claims, losses, damages, liabilities, and expenses (including without limitation, reasonable attorneys’ fees and disbursements) arising in connection with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of ContractorBuyer’s obligations under this section, that Section 17 and/or the disclosure of any such breach will likely result Confidential Information by Buyer and/or by Buyer’s Transaction Parties in irreparable harm, and that upon violation of this Section 17. Buyer may not contact any breach or threatened breach tenants of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, Improvements without the requirement prior written consent of posting a bond, in addition to its other remedies at lawSeller.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEJUDICIAL COUNCIL’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE JUDICIAL COUNCIL owns all right, title and interest in the Confidential Information. Contractor will notify the JBE JUDICIAL COUNCIL promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE JUDICIAL COUNCIL to protect such Confidential Information. Upon the JBEJUDICIAL COUNCIL’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE JUDICIAL COUNCIL or, if so directed by the JBEJUDICIAL COUNCIL, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE JUDICIAL COUNCIL in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JUDICIAL COUNCIL shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. 10.1 During the Term and at all times for a period of five (5) years thereafter, Contractor will: neither Party (a“Recipient”) hold all shall in any way disclose to any third party, use or permit access to any Confidential Information in strict trust (as hereafter defined) of the other Party (“Discloser”) save as specifically permitted hereunder. Recipient may use and confidence, (b) refrain from using or permitting others to use access Confidential Information of Discloser solely in any manner or for any purpose not expressly permitted by the performance of its obligations under this Agreement, and (c) refrain from disclosing only to the extent necessary for such performance. Recipient shall not disclose or permitting others permit access to disclose any Confidential Information of Discloser, except to any third party without obtaining the JBEthose of Recipient’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need representatives to know that information whom such disclosure or permission of access is required in order for Recipient to perform Services hereunder its obligations under this Agreement, provided such employees and who have executed a confidentiality agreement representatives are obligated by agreement, instruction or otherwise to comply with Contractor at least as protective as the provisions of this sectionSection 10. The provisions of this section Recipient shall survive the expiration or termination of this Agreement. Contractor will protect the and safeguard Confidential Information from unauthorized use, access, or disclosure in of Discloser with at least the same manner as Contractor degree of care with which Recipient protects its own confidential and sensitive information, but in no event with less than a reasonable degree of care. Recipient shall immediately report to Discloser any breach of; compromise to the security or confidentiality of; or unauthorised disclosure, permission of access, or use of any Confidential Information (each a “Security Incident”) of Discloser which Recipient learns or which Recipient reasonably suspects and shall promptly provide all cooperation, information, and support requested by Discloser related to such Security Incident. As used herein, the term “Confidential Information” refers to non-public information relating to Discloser’s business, products, and services, including but not limited to the nature and type of Services sold and rendered by Discloser, the terms and conditions of this Agreement and any attachments hereto, technical information, customer data (including, without limitation, customer usage, price lists, Service Fee structure/tiers, schedules, discount rates, non-public marketing materials, business plans, or any other information provided by Discloser. Confidential Information is the exclusive property of Discloser and may be used by Recipient solely in the performance of its obligations under this Agreement. Notwithstanding anything to the contrary above, other than Confidential Information that is information of or relating to a Customer (which shall in all events constitute “Confidential Information” and be subject to the protections of the same set forth in this Section 10 regardless of whether they fall within any of the following exceptions), Confidential Information does not include information that: (i) is now, or hereafter becomes, publicly known or available through lawful means; (ii) was rightfully in Recipient’s possession without any obligation of confidentiality to or for the benefit of Discloser prior to disclosure under this Agreement, as evidenced by Recipient’s records; (iii) is disclosed to Recipient without confidential or proprietary restriction by a third party who rightfully possesses and rightfully discloses the information without any obligation of a similar nature, and with no less than confidentiality to or for the greater benefit of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify Discloser; (iv) is independently developed by Recipient without the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon or any termination or expiration breach of this Agreement; or (v) is the subject of a written permission to disclose provided by Discloser. Upon termination of this Agreement or upon Discloser’s request, Contractor will Recipient shall promptly (a) return to the JBE Discloser or, if so directed elected by the JBEDiscloser, destroy all Confidential Information (including all copies thereof in every form any medium) using industry standard data destruction methods and medium), and (b) shall promptly certify to the JBE in writing to Discloser that Contractor it has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawdone so.

Confidential Information. During Xxxxx Floor Covering acknowledges that it and its employees or agents may, in the Term course of performing their responsibilities under this Agreement, be exposed to or acquire information that is confidential to County. Any and at all times thereafter, Contractor will: information of any form obtained by Xxxxx Floor Covering or its employees or agents from County in the performance of this Agreement shall be deemed to be confidential information of County ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Xxxxx Floor Covering shall be treated with respect to confidentiality in the same manner as the Confidential Information. Confidential Information shall be deemed not to include information that (a) is or becomes (other than by disclosure by Xxxxx Floor Covering) publicly known or is contained in a publicly available document; (b) is rightfully in Xxxxx Floor Covering 's possession without the obligation of nondisclosure prior to the time of its disclosure under this Agreement; or (c) is independently developed by employees or agents of Xxxxx Floor Covering who can be shown to have had no access to the Confidential Information. Xxxxx Floor Covering agrees to hold all Confidential Information in strict trust and confidence, (b) refrain from using at least the same degree of care that Xxxxx Floor Covering uses in maintaining the confidentiality of its own confidential information, and not to copy, reproduce, sell, assign, license, market, transfer or permitting others otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information in any manner or for any purpose not expressly permitted by this Agreementpurposes whatsoever other than the provision of Services to County hereunder, and (c) refrain from disclosing to advise each of its employees and agents of their obligations to keep Confidential Information confidential. Xxxxx Floor Covering shall use its best efforts to assist County in identifying and preventing any unauthorized use or permitting others disclosure of any Confidential Information. Without limitation of the foregoing, Xxxxx Floor Covering shall advise County immediately in the event Xxxxx Floor Covering learns or has reason to disclose believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and Xxxxx Floor Covering will at its expense cooperate with County in seeking injunctive or other equitable relief in the name of County or Xxxxx Floor Covering against any such person. Xxxxx Floor Covering agrees that, except as directed by County, Xxxxx Floor Covering will not at any time during or after the term of this Agreement disclose, directly or indirectly, any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harmperson, and that upon termination of this Agreement or at County's request, Xxxxx Floor Covering will promptly turn over to County all documents, papers, and other matter in Xxxxx Floor Covering ’s possession which embody Confidential Information. Xxxxx Floor Covering acknowledges that a breach of this Section, including disclosure of any Confidential Information, or disclosure of other information that, at law or in equity, ought to remain confidential, will give rise to irreparable injury to County that is inadequately compensable in damages. Accordingly, County may seek and obtain injunctive relief against the breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bondforegoing undertakings, in addition to its any other legal remedies at lawthat may be available. Xxxxx Floor Covering acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interest of County and are reasonable in scope and content. Xxxxx Floor Covering in providing all services hereunder agrees to abide by the provisions of any applicable Federal or State Data Privacy Act.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBECouncil’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE Council owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Council promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Council to protect such Confidential Information. Upon the JBECouncil’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Council or, if so directed by the JBECouncil, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Council in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Council shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During The Parties acknowledge that each Party will provide certain information to the other Party that is confidential (the “Confidential Information”), and that such Confidential Information is proprietary to such Party. Accordingly, during the Term and at all times thereafter, Contractor will: the Parties (a) hold agree to maintain the confidentiality of all such Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by terms of this Agreement, and shall not disclose any such Confidential Information or the terms of this Agreement to any third Person (cincluding the media), except to its shareholders, partners, trustees, beneficiaries, directors, officers, employees, agents, legal counsel, accountants, investors, lenders and other professionals and consultants, but only on a “need to know” basis in connection with the Hotels; and (b) refrain shall make every effort to ensure that none of its shareholders, partners, members, trustees, beneficiaries, directors, officers, employees, agents or representatives use, disclose or copy any Confidential Information, disclose any terms of this Agreement or take any other actions that are otherwise prohibited under this Section 7.1. Notwithstanding the foregoing, the restrictions on the use and disclosure of Confidential Information shall not apply (i) to information or techniques which are or become generally known in the lodging industry (other than through a Party’s disclosure), provided a Party obtains the prior written consent to such disclosure or use from disclosing the Party providing such Confidential Information, or permitting others (ii) to disclose the extent such disclosure is required under Applicable Laws, including reporting requirements applicable to public companies. The Parties acknowledge that the disclosure or unauthorized use of any Confidential Information will cause irreparable injury to any third party without obtaining the JBE’s express prior written consent on a case-by-case basisParty providing such Confidential Information, for which monetary damages would not provide an adequate remedy. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section This Section 7.1 shall survive the expiration or termination of this Agreement. Contractor will protect ASSIGNMENTS Assignment by Manager . Manager shall have the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects right after thirty (30) days prior written notice to Owner to assign its own confidential or proprietary information of a similar nature, rights and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of obligations under this Agreement, Contractor will promptly (a) return but only with the consent of Owner, which shall not be unreasonably withheld, to any Affiliate which assumes all of Manager’s obligations hereunder in writing and which such Affiliate is qualified to perform each and every Manager obligation hereunder. In the event of such an assignment to an Affiliate, Manager shall continue to remain primarily liable under this Agreement to the JBE orsame extent as though such assignment had not been made. In the event of a sale or assignment of all or substantially all of the assets of Manager or any Affiliate having practical control over the operation of all or substantially all of the Brand Hotels, if so directed by the JBEor a controlling interest therein to a third party (collectively, destroy all Confidential Information (in every form and mediuma “Manager Assignment”), Owner’s consent shall be required, but shall not be unreasonably withheld, and if such consent is not granted, Owner or Manager shall each have the right and option (bexercisable no later than 120 days after Owner’s receipt of written notice of the Manager Assignment) certify to terminate this Agreement with no penalty to Owner. Manager covenants that any sale or assignment of all or substantially all of its assets or any Affiliate having practical control over the JBE operation of all or substantially all of the Brand Hotels shall include the interest of Manager in writing that Contractor has fully complied with this Agreement and the foregoing obligationsmanagement agreements for all or substantially all, as the case may be, of the other Brand Hotels. Contractor acknowledges that there can be no adequate remedy at law for Except as hereinabove provided, Manager shall not have the right to assign any breach of Contractor’s its rights, interests and/or obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable reliefAgreement, without the requirement consent of posting a bondOwner, which consent may be withheld in addition to its other remedies at lawOwner’s sole and absolute discretion.

Confidential Information. During All of the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information items described in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this AgreementParagraph 12, and any information related to Buyer’s business with Seller, and all other non-public or proprietary information concerning the business affairs and operations of Buyer and its customers, including without limitation lists of customers, trade secrets, know-how and information concerning the design or methods of manufacturing goods or any other information which Buyer may from time to time specify as being confidential, shall be treated by Seller as confidential. Seller agrees that, for itself and its affiliates, during a period of ten (c10) refrain from disclosing or permitting others to years, it shall not (i) disclose any Confidential Information such confidential information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basisof Buyer, except for disclosures expressly permitted below, and (ii) not use such confidential information for any purpose except those licensed or otherwise authorized or permitted by these Terms and Conditions Agreement. Contractor will disclose Confidential Information All such confidential information provided by Buyer to Seller shall be used by Seller only to the extent necessary to enable Seller to provide the goods or services set out in any Order and will not be disclosed to any party or used by Seller for any purpose other than fulfilling the Order. Seller shall restrict access to such confidential information to those of its employees or contractors who need to know that have knowledge thereof in connection with the performance of any Order. Seller shall inform its employees having access to such information of the confidential nature thereof, and shall ensure such recipients are bound by confidentiality obligations not less onerous than those set out in these Terms and Conditions. Seller shall be responsible for any unauthorized disclosure by any of its employees. Confidential information may be disclosed by Seller to the extent (and only to the extent) such disclosure is reasonably necessary in order to perform Services hereunder and who have executed a confidentiality agreement comply with Contractor at least as protective as applicable law. Notwithstanding the provisions of this section. The provisions of this section foregoing, Seller shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in use the same manner degree of care to preserve the confidential nature of such information as Contractor protects its own it uses to preserve the confidential or proprietary information nature of a similar natureSeller's most sensitive information, and with no but in all events not less than the greater a reasonable degree of reasonable care and industry-standard care. The JBE owns all rightTo the extent that goods covered by an Order are produced in accordance with drawings or specifications that are proprietary to Buyer or to Buyer’s customer, title and interest in Seller shall not manufacture a greater quantity thereof than are required to be delivered under the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawOrder.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services Work hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this AgreementAgreement and any Participating Addendum. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The Each JBE owns all right, title and interest in the its Confidential Information. Contractor will notify the affected JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the a JBE’s request and upon any termination or expiration of this AgreementAgreement or a Participating Addendum, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all such JBE’s Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JBEs shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law. Publicity. Contractor shall not make any public announcement or press release about this Agreement (or any Participating Addendum) without the prior written approval of the Judicial Council (and with respect to any Participating Addendum, the prior written approval of the applicable JBE).

Confidential Information. During Confidential information marked as such, or known to the Term receiving party to be confidential and at all times thereafterproprietary to the disclosing party (hereinafter referred to as “Confidential Information”), Contractor will: (a) hold all Confidential Information in strict trust and confidencewill not be disclosed to a third party, (b) refrain from using or permitting others except as authorized by the disclosing party. The receiving party is authorized to use Confidential Information in furtherance of the objectives of the Subcontract and in the performance and administration of the Prime Contract and any manner or for any purpose not expressly permitted by this Agreementorders issued thereunder, and (c) refrain from is granted any necessary license or permission by the disclosing party to do so. Disclosure of Confidential Information to third parties is authorized solely to the extent that such information is known or permitting others available to the trade or to the public or to the receiving party, without restriction, at the time of disclosure or becomes publicly available through no action of the receiving party. It is agreed that each of the parties hereto will protect and restrict access to Confidential Information with the same diligence as if it were its own. With respect to Confidential Information which will be disclosed or delivered to the Government, if the Information was marked with a restrictive notice by the originating party, the disclosing party will retain the restrictive notice, or will substitute the notice prescribed by the Government for such purposes, provided that the Prime Contract authorizes use of such a notice. If either party is notified that the Government proposes to disclose any such Confidential Information to any a third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized useis considering doing so, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor it will notify the JBE promptly upon learning of any unauthorized disclosure or use of other party. If the Prime Contractor receives such notice regarding Confidential Information and of the Subcontractor, the Prime Contractor agrees to cooperate in either authorizing or contesting such disclosure. In the event of an authorized disclosure by a party to a third party other than the Government, any restrictive notice will cooperate fully with the JBE to protect such Confidential Informationbe retained on any information so disclosed. Upon the JBE’s request and upon any termination or expiration of this AgreementSubcontract and completion of all deliverable requirements contained in this Subcontract and in any orders issued thereunder outstanding as of the date of termination or expiration, Contractor will promptly (a) the parties agree to return to the JBE or, if so directed by the JBE, destroy all Confidential Information (and copies thereof in every form and medium), and (b) certify their possession to the JBE in writing that Contractor has fully complied with disclosing party or destroy all such Confidential Information and copies and provide sworn statement attesting to such destruction to the disclosing party. As between the Subcontractor and the Prime Contractor, the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach provisions as to the disclosure and use of Contractor’s obligations under this section, that any Confidential Information shall expire five (5) years from the date such breach will likely result in irreparable harm, and that upon any breach or threatened breach of information is received by the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawreceiving party.

Confidential Information. During Advisor and the Term Company acknowledge that the Company's business is highly competitive and at all times thereafterthat the Company may, Contractor will: from time to time, provide Advisor with access to confidential information. Advisor agrees that he will not make any unauthorized disclosure of confidential business information obtained from the Company (a) hold all "Confidential Information"), or make any unauthorized use thereof. However, Advisor shall be permitted to disclose Confidential Information in strict trust and confidenceas is required by law, including deposition or trial testimony pursuant to subpoena, provided that if he is requested or required (bby oral question, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third Information, if reasonably possible under the circumstances as determined in good faith, he will promptly notify the other party without obtaining of such request or requirement so that the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees other party may seek an appropriate protective order or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement waive compliance with Contractor at least as protective as the provisions of this sectionAgreement. In the absence of a protective order or the receipt of a waiver hereunder, or in the good faith determination of Advisor that time is of the essence, Advisor shall obtain legal counsel, and if Advisor and/or his counsel in good faith believe that Advisor is compelled to disclose the Confidential Information or be exposed to liability for contempt or suffer other censure or penalty, Advisor may disclose only such Confidential Information to the party compelling disclosure as is required by law, as determined by Advisor on advice of counsel. Advisor further agrees that he will cooperate with the Company in its efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. All reasonable legal fees, costs and expenses incurred by Mr. Xxxxx xx obtaining legal representation pursuant to his obligations under this paragraph shall be paid by the Company. The provisions obligations of the parties set forth in this paragraph 5 shall apply during the term of this section Agreement and shall survive for one year following the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) The Company (prior to the Closing) and the Sellers hereby agree that during the Interim Period and, in the event this Agreement is terminated in accordance with Article IX, for a period of two (2) years after such termination, they shall, and shall cause their respective Representatives to: (i) treat and hold all Confidential Information in strict trust confidence any Purchaser Confidential Information, and confidence, (b) refrain from using or permitting others to will not use Confidential Information in any manner or it for any purpose not expressly permitted (except in connection with the consummation of the transactions contemplated by this AgreementAgreement or the Ancillary Documents, and (c) refrain from disclosing performing their obligations hereunder or permitting others to disclose any Confidential Information thereunder, enforcing their rights hereunder or thereunder, or in furtherance of their authorized duties on behalf of the Purchaser or its Subsidiaries), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Purchaser Confidential Information without obtaining the JBEPurchaser’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder consent; and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure (ii) in the same manner as Contractor protects its own confidential event that the Company (prior to the Closing), any Seller or proprietary information any of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the respective Representatives becomes legally compelled to disclose any Purchaser Confidential Information. Contractor will notify , (A) provide the JBE promptly upon learning Purchaser with prompt written notice of any unauthorized disclosure such requirement so that the Purchaser or use of Confidential Information and will cooperate fully an Affiliate thereof may seek a protective order or other remedy or waive compliance with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and mediumSection 6.10(a), and (bB) certify in the event that such protective order or other remedy is not obtained, or the Purchaser waives compliance with this Section 6.10(a), furnish only that portion of such Purchaser Confidential Information which is legally required to be provided as advised in writing by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Purchaser Confidential Information. In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, the Company and the Sellers shall, and shall cause their respective Representatives to, promptly deliver to the JBE Purchaser any and all copies (in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach whatever form or medium) of Contractor’s obligations under this sectionPurchaser Confidential Information and destroy all notes, that any such breach will likely result in irreparable harmmemoranda, summaries, analyses, compilations and that upon any breach other writings related thereto or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawbased thereon.

Confidential Information. During Franchisee will not, during the Term and at all times or thereafter, Contractor will: without Franchisor’s prior consent, which consent may be granted or withheld in Franchisor’s sole discretion, copy, duplicate, record, reproduce, in whole or in part, or otherwise transmit or make available to any “unauthorized” Person any Confidential Information. Franchisee may divulge such Confidential Information only (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEsuch of Franchisee’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its and/or Management Company’s employees or contractors who need agents as require access to know that information it in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as operate the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar natureHotel, and with no less than only if such employees or agents are apprised of the greater confidential nature of reasonable care such information before it is divulged to them and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE they are bound by confidentiality obligations substantially similar to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium)those listed above, and (b) certify to the JBE in writing extent required by law or judicial proceeding; provided that Contractor has fully complied Franchisee will provide Franchisor with prompt prior written notice so that Franchisor may seek a protective order or other appropriate remedy or waive compliance with the foregoing obligationsprovisions of this Agreement, and provided further that, in the event that Franchisor is unable to obtain such protective order or other appropriate remedy in connection with a third party’s request for disclosure, Franchisee will: (i) furnish only that portion of the Confidential Information that Franchisee is advised by counsel is legally required by Applicable Law, (ii) give Franchisor written notice of the information to be disclosed as far in advance as practicable, and (iii) exercise reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed. Contractor acknowledges All other Persons are “unauthorized” for purposes of this Agreement. Franchisee agrees that there can the Confidential Information has commercial value and that Franchisor and its Affiliates have taken reasonable measures to maintain its confidentiality, and, as such, the Confidential Information is proprietary and a trade secret of Franchisor and its Affiliates. Franchisee will be no adequate remedy at law liable to Franchisor for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach breaches of the confidentiality obligations, obligations in this Section 14.1 by its employees and agents. Franchisee will maintain the JBE shall be entitled Confidential Information in a safe and secure location and will immediately report to appropriate equitable relief, without Franchisor the requirement theft or loss of posting a bond, in addition to its other remedies at lawall or any part of the Confidential Information.

Confidential Information. During As used herein, “Confidential Information” means this Agreement, the Term Material, any Results and at Inventions (as defined below), and all times thereafterinformation in any form concerning the Material plus other scientific, Contractor will: technical, trade, or business information that is treated by Felicitex as confidential or proprietary and that is disclosed by Felicitex to Recipient hereunder. Recipient agrees that Recipient shall (a) hold all use, copy, and make extracts of the Confidential Information only in strict trust connection with the Purpose and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any of the Confidential Information to any third party without obtaining the JBE’s express prior written consent on other than its directors, officers, and employees who have a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder the Confidential Information for the Purpose and who have executed a are bound by obligations of confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of substantially similar to those in this Agreement. Contractor will protect Recipient is liable to Felicitex for any use or disclosure of the Confidential Information from unauthorized use, access, or disclosure in violation of the same manner as Contractor protects its own confidential or proprietary information terms of a similar nature, and with no less than the greater this Agreement by any of reasonable care and industry-standard careRecipient’s personnel. The JBE owns all right, title and interest in terms of this Section do not apply to any information that Recipient can demonstrate: (i) Recipient possessed before Felicitex disclosed it under this Agreement; (ii) is or becomes public (other than as a result of breach of this Agreement by the Recipient or its personnel); (iii) the Recipient obtains from a third party free of any confidentiality obligation to Felicitex with respect to such information; or (iv) is independently developed by or on behalf of Recipient without the use of the Confidential Information. Contractor will Notwithstanding anything to the contrary contained herein, Recipient shall be permitted to disclose any Confidential Information that is required to be disclosed by a governmental authority or by applicable law, provided that the Recipient shall: (i) notify the JBE promptly upon learning Felicitex of any unauthorized such disclosure requirement as soon as practicable; (ii) cooperate with Felicitex if Felicitex seeks a protective order or use other remedy in respect of any such disclosure; and (iii) furnish only that portion of the Confidential Information and will cooperate fully with the JBE which Recipient is legally required to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawdisclose.

Confidential Information. During Any and all information disclosed by either party to the Term other that is marked "confidential" or "proprietary," including orally conveyed information designated confidential at the time of disclosure provided that it is reduced to a written summary marked "confidential" that is supplied to the other party within 30 days of the oral disclosure, this Agreement and at all times thereafterany other information related to the Services, Contractor willthe Customer Scripts, and the Script Library. "Confidential Information" does not include any information that the receiving party can demonstrate is: (a) hold all Confidential Information in strict trust and confidence, rightfully known by the receiving party prior to disclosure; (b) refrain rightfully obtained from using or permitting others a third party authorized to make such a disclosure; (c) independently developed by the receiving party without use of the disclosing party's Confidential Information and without breach of this or any other agreement, as demonstrated by contemporaneous documentation; (d) made available to the public without restrictions by the disclosing party; (e) approved for disclosure with the prior written approval of the disclosing party; or (f) required by order of a court of competent jurisdiction, provided that the party required to disclose the information shall use its best reasonable efforts to limit disclosure and to obtain confidential treatment or protective order and further has provided advance notice to allow the disclosing party to participate in the applicable proceeding. Customer: Archipelago LLC, and any manner or for affiliate that may own, at any purpose not expressly permitted by time during this Agreement, and (c) refrain from disclosing either Archipelago ECN or permitting others Archipelago Exchange. Customer Scripts: Scripts developed by Customer, or for Customer by TransactTools or its consulting partners pursuant to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement, to customize the behavior of TransactTools' software products. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration For purposes of this Agreement, Contractor will promptly (a) return Customer Scripts do not include any portion of the Script Library, which shall remain the property of TransactTools for all purposes, including intellectual property rights. Script Library: The library or libraries owned by TransactTools that contain core scripts belonging to the JBE orTransactTools that may be modified and customized by or for Customer. TransactTools Products: All products developed and owned by TransactTools, if so directed by the JBEincluding ttCERT™, destroy all Confidential Information (in every form and medium)ttALERT™, ttCONNECT™, ttSCRIPT™, OpenFIX™, OpenFIX Premium™, directory services, and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for combinations of any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawforegoing.

Confidential Information. During For purposes of this Agreement, confidential information shall include the Term terms of this Agreement, Customer Data, and any information that is clearly identified in writing at all times thereafter, Contractor willthe time of disclosure as confidential (“Confidential Information”). Each party agrees: (a) hold to keep confidential all Confidential Information in strict trust and confidence, disclosed to it by the other party or by a third-party; (b) refrain from using or permitting others not to use the Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, of the other party except to the extent necessary to perform its obligations hereunder; and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure confidentiality thereof in the same manner as Contractor it protects the confidentiality of similar information and data of its own confidential (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information). NetSuite will restrict its employees’ access to Customer’s Confidential Information to only those employees necessary to successfully provide the Service. NetSuite may disclose Confidential Information on a need-to-know basis to its contractors who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services for NetSuite in connection with the performance of this Agreement. Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or proprietary information (4) the recipient becomes aware of from a similar nature, third party not bound by non-disclosure obligations to the disclosing party and with no less than the greater of reasonable care and industry-standard carelawful right to disclose such information to the recipient. The JBE owns all right, title and interest in This Section 5.12 will not be construed to prohibit the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE orextent that such disclosure is required by law or order of a court or other governmental authority. The parties agree to give the other party prompt notice of the receipt of any subpoena or other similar request for such disclosure. With respect to any information received by either party from the other as a result of any other relationship between the parties other than as licensor and licensee under this Agreement (i.e., if so directed business development, partnership, alliance, etc.), the parties will abide by the JBE, destroy all Confidential Information terms and conditions of any Nondisclosure Agreement (in every form and medium), and (bor similar agreement) certify to executed between the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawparties.

Confidential Information. During the Term and at all times thereafterEmployee agrees that Employee shall not, Contractor will: (a) hold all directly or indirectly, use any Confidential Information in strict trust and confidence(as defined herein) on Employee’s own behalf or on behalf of any Person (as defined herein) other than the Employer, (b) refrain from using or permitting others to use Confidential Information in any manner reveal, divulge, or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Person not expressly authorized by the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only Employer to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect receive such Confidential Information. Upon This obligation shall remain in effect for as long as the JBE’s request and upon any termination information or expiration of this Agreement, Contractor will promptly (a) return materials in question retain their status as Confidential Information. Employee further agrees that he shall fully cooperate with the Employer in maintaining the Confidential Information to the JBE or, if so directed extent permitted by the JBE, destroy all Confidential Information (in every form law. The parties acknowledge and medium)agree that this Agreement is not intended to, and (b) certify to does not, alter either the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of ContractorEmployer’s rights or Employee’s obligations under this sectionany state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Employee shall not be restricted from disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Employee shall provide the Employer with prompt notice of such requirement so that the Employer may seek an appropriate protective order prior to any such breach will likely result required disclosure by Employee. Employee understands and acknowledges that nothing in irreparable harmthis section limits his ability to initiate communications directly with, and respond to any inquiry from, volunteer information to, or provide testimony before any government agency or otherwise participate in any reporting of, investigation into, or proceeding regarding suspected violations of law, or from making other disclosures that upon any breach are protected under, or threatened breach from receiving an award for information provided under, the whistleblower provisions of state or federal law or regulation. Employee does not need the prior authorization of the confidentiality obligationsEmployer to engage in such communications with any government agency, respond to such inquiries from any government agency, provide Confidential Information or documents containing Confidential Information to any government agency, or make any such reports or disclosures to any government agency. Employee is not required to notify the JBE shall be entitled to appropriate equitable relief, without the requirement of posting Employer that Employee has engaged in such communications with a bondgovernment agency. Employee recognizes and agrees that, in addition connection with any such activity outlined above, Employee must inform the government agency that the information Employee is providing is confidential. Federal law provides certain protections to its individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, federal law provides that an individual shall not be held criminally or civilly liable under any state or federal trade secret law for the disclosure of a trade secret under either of the following conditions:  Where the disclosure is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or  Where the disclosure is made in a complaint or other remedies at lawdocument filed in a lawsuit or other proceeding, if such filing is made under seal. Federal law also provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

Confidential Information. During the Term “Confidential Information ” means any information disclosed by Coherent to Supplier, either directly or indirectly, in writing, orally or by inspection of tangible objects, including without limitation drawings, documents, specifications, samples, prototypes and at designs. Confidential Information shall include all times thereafter, Contractor will: information relating to Articles and may include third-party information. Confidential Information shall not include information that (a) hold all Confidential Information was publicly known and made generally available in strict trust and confidencethe public domain prior to the time of disclosure by Coherent to Supplier, (b) refrain from using becomes publicly known and made generally available in the public domain after disclosure to Supplier by Coherent through no action or permitting others inaction of Supplier, or (c) is in the possession of Supplier, without confidentiality restrictions, at the time of disclosure by Coherent to Supplier, as evidenced in Supplier’s files and records in existence immediately prior to the time of Coherent’ s disclosure. Supplier shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Supplier shall take at least those measures that it takes to protect its own most highly confidential information. Supplier shall make no copies of the Confidential Information unless the same are previously approved in writing by Coherent. Supplier shall reproduce Coherent’s proprietary rights notices on any such approved copies in the same manner or in which such notices were set forth on the original. Supplier shall not use any Confidential Information for any purpose other than to perform its obligations under the applicable Purchase Order. Supplier shall not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining unless authorized in advance in writing. Supplier shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that embody Coherent’s Confidential Information. Supplier shall immediately notify Coherent in the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions event of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from any unauthorized use, access, use or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During You must maintain the Term confidentiality of information and at all times thereafterdocuments to which you have access in the course of or arising from your employment with [Company Name] or any of its Related Entities. You must not, Contractor will: during your employment or after the termination of your employment, directly or indirectly use or disclose (aor attempt to use or disclose) hold all any Confidential Information for any purpose, including to obtain any benefit for you or any other Person. You must ensure secure custody of Confidential Information in strict trust your control or possession and confidence, (b) refrain from using use your best endeavours to prevent the use or permitting others to use disclosure of Confidential Information by any Person. These restrictions do not apply to: information that is used or disclosed in the proper course of performing your duties for; information that is used or disclosed with ’s prior consent; information that is required by law to be disclosed; or information that is in the public domain, other than through your breach of this Contract. Any Confidential Information which is disclosed by you in accordance with clause [Insert Clause], must only be done to the extent necessary, and only to Persons who: have been approved by the Manager, to receive such information; are aware and agree that the Confidential Information must be kept confidential; and sign and agree to be bound by the terms of any confidentiality agreement, as may be required by to be signed, from time to time. If you are uncertain about whether information is Confidential Information, you must immediately ask your Manager. Until you receive an answer, you must treat that information as Confidential Information. You acknowledge and agree that: damages may be inadequate compensation for breach of your obligations contained in this ‘Confidential Information’ clause and subject to the court’s discretion, may seek specific performance or may seek to restrain, by an injunction or similar remedy, any conduct or threatened conduct which is or will be in breach of this clause, in addition to any other remedy may wish to pursue; and you will fully indemnify in respect of any and all loss, damage, claims, liability, cost and expenses, of any kind, suffered or incurred by as a result of your breach of this ‘Confidential Information’ clause, in any manner or for way, including, but not limited to, any purpose not expressly permitted disclosure by this Agreement, and (c) refrain from disclosing or permitting others to disclose you of any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and mediumPerson(s), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations other than is authorised under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawContract.

Confidential Information. During In connection with Contractor’s relationship with the Term and at all times thereafterOwner in accordance with this Agreement, Contractor will: will or may have access to confidential and proprietary information with respect to the Owner, which may include, without limitation, financial information, service methods, marketing information, intellectual property, and any other information learned by Contractor as a result of its involvement with the Owner (a) collectively, “Confidential Information”). Contractor agrees to hold all Confidential Information in strict trust confidence and confidencenot discuss, (b) refrain from using communicate or permitting others transmit to others, or make any unauthorized copy of or use the Confidential Information in any manner capacity, position or for any purpose not expressly permitted business except as it directly relates to the performance by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Contractor of the JBE’s express prior written consent on a case-by-case basisServices hereunder. Contractor will disclose agrees to use the Confidential Information only in furtherance of proper business-related reasons of the Owner to further the interest of the Owner; to take all reasonable actions that Owner deems necessary or appropriate to prevent unauthorized use or disclosure of or to protect the interest of the Owner in the Confidential Information; and that any of the Confidential Information, whether prepared by Contractor or which may come into Contractor’s possession during Contractor’s affiliation hereunder, are and remain the property of the Owner, and all such Confidential Information, including copies thereof, together with all other property belonging to any of the Owner or its employees or contractors who need affiliates shall be returned to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or Owner upon termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration foregoing confidentiality provisions of this Agreement, Contractor will promptly Agreement do not apply to (ai) return information that by means other than Contractor’s deliberate or inadvertent disclosure becomes well known to the JBE or, if so directed public; or (ii) disclosure compelled by judicial or administrative proceedings after Owner diligently tries to avoid each disclosure and affords the JBE, destroy all Confidential Information (in every form and medium), and (b) certify Owner the opportunity to the JBE in writing obtain assurance that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach compelled disclosures will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawreceive confidential treatment.

Confidential Information. During 17.1 Disclosures In connection with the Term and at all times thereafterContractor’s performance hereunder, it may be necessary for the Authorized User to disclose to the Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to Information. The Contractor shall not use Confidential Information in any manner or such information for any purpose not expressly permitted by other than the limited purposes set forth in this AgreementContract, and (c) refrain from disclosing or permitting others to all related and necessary actions taken in fulfillment of the obligations thereunder. The Contractor shall hold all such information in confidence, and shall not disclose any Confidential Information such information to any third party without obtaining the JBE’s express prior written consent on persons other than its directors, officers, employees, and agents who have a casebusiness-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who related need to know that have access to such information in order to perform Services hereunder furtherance of the limited purposes of this Contract and who have executed a confidentiality agreement been apprised of, and agree to maintain, the confidential nature of such information in accordance with Contractor at least as protective as the provisions terms of this section. The provisions of this section shall survive the expiration or termination of this AgreementContract. Contractor will protect shall institute and maintain such security procedures as are commercially reasonable to maintain the Confidential Information from unauthorized useconfidentiality of such information while in its possession or control, accessincluding transportation, whether physically or electronically. Contractor shall ensure that all indications of confidentiality contained on or included in any item of such information shall be reproduced by Contractor on any reproduction, modification, or disclosure in the same manner as Contractor protects its own confidential or proprietary information translation of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon If requested by the JBE’s request and upon Authorized User, Contractor shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain such information of the Authorized User, as directed. The Contractor shall maintain all such information for a period of six (6) years from the date of termination or expiration of this AgreementContract, Contractor will promptly (a) and shall thereafter return to the JBE or, if so or destroy said information as directed by the JBEState. 17.2 Indemnification in Event of Contractor Breach; Equitable Relief Contract #505ENT-M17-WICOMPUTER-05 13 of 25 Computer Equipment and Related Services Indemnification: In the event of a breach of this Section by Contractor, destroy all Confidential Information (in every form Contractor shall indemnify, defend and medium)hold harmless the State of Wisconsin and any of its officers, employees, or agents from any claims arising from the acts or omissions of the Contractor, and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionits Subcontractors, that any such breach will likely result in irreparable harmemployees and agents including, but not limited to, disallowances or penalties from federal oversight agencies, and that upon any breach or threatened breach court costs, expenses, and reasonable attorney fees, incurred by the State in the enforcement of the confidentiality obligationsthis Section and, with respect to Personally Identifiable Information, the JBE shall be entitled to appropriate equitable relief, without costs of monitoring the requirement credit of posting a bond, in addition to its other remedies at lawall persons whose Personally Identifiable Information was disclosed.

Confidential Information. During the Master Agreement Term and at all times thereafter, Contractor Seller will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEBuyer’s express prior written consent on a case-by-case basis. Contractor Seller will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services delivery Electricity hereunder and who have executed a confidentiality agreement with Contractor Seller at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor Seller will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor Seller protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE Buyer owns all right, title and interest in the Confidential Information. Contractor Seller will notify the JBE Buyer promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Buyer to protect such Confidential Information. Upon the JBEBuyer’s request and upon any termination or expiration of this Agreement, Contractor Seller will promptly (a) return to the JBE Buyer or, if so directed by the JBEBuyer, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Buyer in writing that Contractor Seller has fully complied with the foregoing obligations. Contractor Seller acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Buyer shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law. Publicity. Seller shall not make any public announcement or press release about this Agreement without the prior written approval of the Buyer.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBECourt’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE Court owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Court promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Court to protect such Confidential Information. Upon the JBECourt’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Court or, if so directed by the JBECourt, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Court in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Court shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.. Contractor acknowledges all information contained on the microfiche (case index sheets) and microfilm (reels) should be considered confidential and be treated as such. Contractor’s initials acknowledging provision 11.5 Confidential Information:

Confidential Information. During Seller and Axxxxxx Xxxxxx hereby acknowledge that the Term Purchaser would be irreparably damaged if any proprietary or confidential information concerning the Business or the Purchased Assets (except for information that is or becomes generally known to the public, otherwise than through a breach of this Agreement) were disclosed to or used by any person engaged in competition with Purchaser. Seller and at all times thereafterAxxxxxx Xxxxxx hereby covenant and agree that they shall not use or disclose any such confidential or proprietary information, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not except as expressly permitted hereunder or under any other agreement between Seller and Purchaser. If Seller and Axxxxxx Xxxxxx is requested or required by this Agreement, and (c) refrain from disclosing or permitting others any governmental authority to disclose any Confidential Information to any third party without obtaining the JBEof such proprietary or confidential information, then Seller or Axxxxxx Xxxxxx shall provide Purchaser with prompt written notice of such request or requirement unless prohibited by law. Purchaser may then either seek appropriate protective relief from all or part of such request or requirement or waive Seller’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement Axxxxxx Xxxxxx’x compliance with Contractor at least as protective as the provisions of this sectionSection with respect to all or part of such request or requirement. The provisions Seller and Axxxxxx Xxxxxx shall cooperate with Purchaser, at Purchaser’s reasonable expense, in attempting to obtain any reasonable protective relief that Purchaser chooses to seek. If, after Purchaser has had a reasonable opportunity to seek such relief, Purchaser fails to obtain such relief, then Seller and Axxxxxx Gxxxxx xxx disclose only that portion of such proprietary or confidential information which legal counsel advises it is compelled to disclose. Notwithstanding the foregoing, the parties agree that such proprietary or confidential information shall expressly exclude any information which in the public domain through no breach of this section Agreement or any prior confidentiality agreement, provided, however, that proprietary or confidential information shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure not be deemed to be in the same manner as Contractor protects its own public domain merely because any part of the proprietary or confidential information is embodied in general disclosures or proprietary information of a similar naturebecause individual features, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure components or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination combinations thereof are now or expiration of this Agreement, Contractor will promptly (a) return become known to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawpublic.

Confidential Information. During the Term and at “Confidential Information” means as used in this Agreement means all times thereafterinformation made available or disclosed by Pomp to Professional that is not generally known in Pomp’s trade or industry, Contractor including, but not limited to, User Data (as defined below). Professional will: (a) hold maintain the confidentiality of all Confidential Information in strict trust and confidenceInformation, (b) refrain from using or permitting others to not use the Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing not disclose or permitting permit others to disclose any Confidential Information to any third party without obtaining party. Professional will protect and prevent the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose unauthorized disclosure or misuse of the Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor by measures at least as protective restrictive as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will measures Professional uses to protect the Professional’s own Confidential Information from unauthorized useInformation, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and but with no less than the greater a reasonable standard of reasonable care and industry-standard care. The JBE owns all rightExcept for User Data (which is always subject to this Section regardless of if it falls under any of the following exceptions), title and interest Professional’s obligations set forth in this Section will terminate with respect to any particular portion of the Confidential Information that Professional can document by competent proof: (a) was in the Confidential Information. Contractor will notify public domain at the JBE promptly upon learning time it was communicated to Professional by Pomp; (b) entered the public domain through no fault of Professional, subsequent to the time it was communicated to Professional by Pomp; (c) was in Professional’s possession free of any unauthorized disclosure obligation of confidence at the time it was communicated to Professional by Xxxx; or use (d) was rightfully communicated to Professional by a third party free of any obligation of confidence subsequent to the time it was communicated to Professional by Xxxx. In addition, Professional may disclose Pomp’s Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law, provided that Professional notifies Pomp of such required disclosure promptly and will cooperate fully in writing and cooperates with Pomp, at Pomp’s request and expense, in any lawful action to contest or limit the JBE scope of such required disclosure. All Confidential Information furnished to protect Professional by Pomp is the sole and exclusive property of Pomp or its suppliers or Users. Upon request by Xxxx, Professional agrees to promptly deliver to Pomp the original and any copies of such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. (a) During the Term and in your capacity as a director of the Company and a trustee of the Trust, you will have access to Confidential Information (as defined below) that is unique, proprietary, and valuable to the Company, the Trust, and Beneficient Counselors Group, respectively, and the improper use or unauthorized disclosure of which could result in irreparable harm to the Company, the Trust, and/or the members of the Beneficient Counselors, their good will, and to their business interests. Accordingly, you agree that at all times thereafterduring the Term and thereafter (i) all Confidential Information you create, Contractor will: learn of, or have access to in your capacity as a director of the Company (aexcluding such Confidential Information that you first had access to or created in connection with your Ben employment and in respect of which you are subject to protections against non-disclosure and unauthorized use) (the “Company Confidential Information”) is and shall remain the sole and exclusive property of the Company; (ii) all Confidential Information you that relates to or was provided to you by the Trust or a member of Beneficient Counselors Group (the “Beneficient Confidential Information”) is and shall remain the sole and exclusive property of the Trust and/or Beneficient Counselors Group; (ii) you will protect and safeguard all Company Confidential Information and Beneficient Confidential Information; (iii) except as compelled by law or valid legal process or as authorized by the Company with respect to the Company Confidential Information or Beneficient with respect to the Beneficient Confidential Information, you will hold all Confidential Information in strict trust strictest confidence and confidencenot, directly or indirectly, (bX) refrain from using or permitting others to use any such Confidential Information in any manner for your own or for any purpose not expressly permitted by this Agreementa third-party’s advantage, and benefit, or gain or (cY) refrain from disclosing disclose or permitting others to disclose divulge any Confidential Information to any third party without obtaining person other than an officer, director, or employee of, or legal counsel for, the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Company with respect to the Company Confidential Information or the Trust and/or Beneficient with respect to the Beneficient Confidential Information, or other person authorized to receive such information and under an obligation of confidentiality, and then only to its employees the extent necessary for the proper performance of the your duties and responsibilities and consistent with the purposes for which it was provided to you; (iv) if you believe you are compelled by law or contractors who need valid legal process to know that information in order disclose or divulge any Confidential Information, you will notify me or my successor as Chairman of the Company with respect to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Company Confidential Information from unauthorized use, accessInformation, or disclosure in me or my successor as Chairman of Beneficient with respect to the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Beneficient Confidential Information. Contractor will notify the JBE promptly upon learning , in writing sufficiently in advance of any unauthorized such disclosure to allow the Company, the Trust, or use a member of Confidential Information and will cooperate fully with the JBE Beneficient Counselors Group, as applicable, the opportunity to defend, limit, or otherwise protect their interests against such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), disclosure; and (bv) certify you will not ask, direct, or authorize another to the JBE in writing take any action that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can would be no adequate remedy at law for any breach of Contractor’s obligations under prohibited by this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawparagraph 7 if undertaken by you.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBECourt’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE Court owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Court promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Court to protect such Confidential Information. Upon the JBECourt’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Court or, if so directed by the JBECourt, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Court in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Court shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law. Publicity. Contractor shall not make any public announcement or press release about this Agreement without the prior written approval of the Court.

Confidential Information. During You understand and agree that “Confidential Information” includes, but is not limited to, Isagenix marketing plans and strategies, products, purchases, pricing, relationships with vendors and suppliers, the Term identities of and at contact information for all times thereafterIsagenix Associates and Customers provided to you in any document or report, Contractor will: the identities of and contact information for all Isagenix Associates and Customers with whom you first became acquainted as a result of your relationship with Isagenix, whether or not they are in your marketing organisation (a) hold the “Confidential Information”). To protect your business and the businesses of all Isagenix Associates, you acknowledge and agree that the Confidential Information in strict trust belongs to Isagenix and confidencemust be kept completely confidential for as long as such information is deemed by Isagenix to be confidential. You agree that you will not, (b) refrain from using directly or permitting others to indirectly through a third party, sell, use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining person or entity for any purpose unrelated to your Isagenix business, whether during the JBE’s express prior written consent on a case-by-case basisterm of your association with Isagenix or thereafter. Contractor will disclose If your relationship with Isagenix ends, you agree to immediately return or destroy all of the Confidential Information only that you have obtained. You acknowledge that the Confidential Information is of such character as to its employees render it unique and that disclosure or contractors who need to know that information use thereof in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions breach of this sectionAgreement will result in irreparable damage to Isagenix and to Independent Isagenix Associates. The provisions You recognise and agree that misuse of this section shall survive the expiration or termination Confidential Information cannot be fully compensated through monetary damages. Accordingly, you acknowledge and agree that Isagenix and its Associates will be entitled to injunctive relief to prevent breach of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, If litigation or disclosure in the same manner as Contractor protects its own confidential arbitration is required to obtain injunctive relief or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligationsrecover damages, the JBE prevailing party shall be entitled to appropriate equitable reliefan award of attorneys’ fees and expenses. You understand and agree that the confidentiality obligations and the related remedies included in this Agreement apply as long as you possess Confidential Information. Non-Solicitation Agreement. Isagenix Associates are independent contractors and, without as such, Isagenix does not prohibit its Associates from participating in other business ventures, even when those business ventures compete directly with Isagenix. However, to protect the requirement integrity of posting the Isagenix business and to support and protect the hard work and dedication of all of the Independent Isagenix Associates who have contributed to building teams with Isagenix, during the term of your relationship with Isagenix and for one year thereafter (the “Non-Solicitation Period”), you agree that you will not solicit or encourage any Isagenix Associate or Customer to join or work another network marketing or direct selling company. You further agree that, during the Non-Solicitation Period, you will not introduce, promote or sell other business ventures, goods or services to any Isagenix Associate or Customer. A solicitation includes any attempt, direct or indirect, to encourage an Isagenix Associate or Customer to consider joining or working another network marketing or direct selling company. A solicitation may include communicating information about another business venture to any Isagenix Associate or Customer, to the extent a bondreasonable person would interpret your communication as an attempt to solicit their interest in that business venture. Violation of this provision is grounds for termination of your Isagenix membership and may also give rise to other claims for unauthorised use of Isagenix’s Confidential Information. You understand and agree that Isagenix and its Associates are entitled to seek and obtain injunctive relief and other damages if you violate this provision. If litigation or arbitration is required to obtain injunctive relief or to recover damages, in addition the prevailing party shall be entitled to its other remedies at lawan award of attorneys’ fees and expenses.

Confidential Information. During Each of the parties hereto acknowledges that during the Term and at all times thereafter, Contractor will: of the Indenture such party (athe “Recipient”) hold all may receive Confidential Information from another party hereto (the “Discloser”). Recipient agrees to maintain the Confidential Information in strict trust the strictest of confidence and confidencewill not, (b) refrain from using at any time, except as otherwise provided in the Transaction Documents, use, disseminate or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information of the Discloser to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to person or entity other than those of its employees or contractors representatives who have a “need to know that information in order to perform Services hereunder and know,” who have executed a confidentiality agreement with Contractor at least as protective as the provisions been apprised of this sectionrestriction. The provisions of this section Recipient shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law liable for any breach of Contractorthis Section 16.9 by any of its employees or representatives and shall immediately notify Discloser in the event of any loss or disclosure of any Confidential Information of Discloser. Upon termination of this Base Indenture, Recipient will return to Discloser, or at Discloser’s obligations request, destroy, all documents and records in its possession containing the Confidential Information of Discloser. Confidential Information shall not include information that: (i) is already known to Recipient without restriction on use or disclosure prior to receipt of such information from Discloser; (ii) is or becomes part of the public domain other than by breach of this Agreement by, or other wrongful act of, Recipient; (iii) is developed by Recipient independently of and without reference to any Confidential Information; (iv) is received by Recipient from a third party who is not under this sectionany obligation to Discloser to maintain the confidentiality of such information; or (v) is required to be disclosed by applicable law, statute, rule, regulation, subpoena, court order or legal process; provided that the Recipient shall promptly inform the Discloser of any such breach will likely result in irreparable harm, requirement and that upon cooperate with any breach attempt by the Discloser to obtain a protective order or threatened breach of the confidentiality obligations, the JBE other similar treatment. It shall be entitled the obligation of Recipient to appropriate equitable relief, without prove that such an exception to the requirement definition of posting a bond, in addition to its other remedies at lawConfidential Information exists.

Confidential Information. During Employee’s employment with Company, Employee was provided with and had access to and knowledge of Company’s method of operation and other confidential information. Employee understands that this confidential information is in the Term nature of a trade secret, and at all times thereafteris the exclusive property of Company. Employee covenants and agrees that Employee will not, Contractor will: directly or indirectly, use for Employee’s own benefit, use to the detriment of Company, or divulge to persons other than authorized representatives of Company, any confidential information of Company. Employee further agrees that Employee’s Confidentiality, Nondisclosure, Nonsolicitation, Noncompete, and Inventions Agreement, as it may have been amended in writing (a“Confidentiality Agreement”) hold all Confidential Information in strict trust survives the execution of this Agreement and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose is not expressly permitted superseded by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining is incorporated as if fully set forth herein. To the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know extent that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The the Confidentiality Agreement state that any provision therein does not apply upon involuntary termination of employment due to company lay-off, Employee agrees that such exception shall not apply, and in consideration of the Severance Pay, Employee affirms that Employee will comply with all provisions of this section shall survive the expiration or Confidentiality Agreement, including the provision(s) with an exception for termination of this Agreementemployment due to company lay-off. Contractor Employee acknowledges that irreparable injury will protect the Confidential Information from unauthorized use, access, or disclosure result to Company in the same manner as Contractor protects its own confidential or proprietary information event of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning Employee’s breach of any unauthorized disclosure of the provisions herein. Consequently, in addition to any other rights or use of Confidential Information and will cooperate fully with the JBE remedies available to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration Company for breach of this AgreementAgreement by Employee, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Company shall be entitled to appropriate equitable reliefenforcement by preliminary or temporary restraining order and injunction. In the event Company seeks a restraining order and injunction in accordance with this Agreement, without Employee agrees that a bond posted by Company in the requirement amount of posting a bond, in addition to its other remedies at law$500 is reasonable and sufficient.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this AgreementAgreement and any Participating Addendum. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The Each JBE owns all right, title and interest in the its Confidential Information. Contractor will notify the affected JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the a JBE’s request and upon any termination or expiration of this AgreementAgreement or a Participating Addendum, Contractor will promptly (a) ) return to the JBE or, if so directed by the JBE, destroy all such JBE’s Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JBEs shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Seller shall not, without the Term prior written consent of Purchaser, in any way or manner, make known, divulge or communicate any Confidential Information, or any information concerning Goods specified herein and at all times thereaftermanufactured in accordance with such Confidential Information, Contractor will: to any third party except as provided herein. All Confidential Information remains the sole and exclusive property of Purchaser. Seller will limit dissemination of any such Confidential Information (a) hold all Confidential Information in strict trust within its own organization to individuals whose duties justify the need to know such information and confidence, (b) refrain from using to such subsuppliers and/or subcontractors of S xxxxx, required in Seller’s performance, necessarily requiring any such Confidential Information, and then only provided that there is a clear understanding by such Persons of their obligation to maintain the confidential status of such information and a written agreement to do the same. Seller shall be responsible for any disclosure or permitting others to use misuse of Confidential Information by any Person to whom or to which Seller makes Confidential Information available. Seller shall not employ any Confidential Information for its own use nor for any third party (other than as designated by Purchaser in any manner or writing) nor for any purpose not expressly permitted by whatsoever except in the performance of this AgreementPurchase Order. Seller shall use at least the same degree of care in safeguarding Confidential Information as it uses in safeguarding its own comparable information, and (c) refrain from disclosing or permitting others but in no event less than a reasonable degree of care. If Seller becomes legally compelled to disclose any Confidential Information, Seller may disclose such Confidential Information to any third party without obtaining the JBEextent legally required; provided, however, that Seller shall first notify Purchaser in writing of such requirement so that Purchaser may seek a protective order or similar remedy. Upon request by Xxxxxxxxx, Seller shall promptly, at Purchas er’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only option and Seller’s expense (i) return to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns Purchaser all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request retain no copies, and upon any termination (ii) erase or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE confirm in writing that Contractor it has fully complied with done so, in each case to the foregoing obligationsextent requested by Purchaser. Contractor Xxxxxx also agrees to not disclose to Purchaser any information of any type whatsoever which Seller is prohibited, contractually or otherwise, from disclosing. Seller acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionSection may cause immediate and irreparable harm to Purchaser for which money damages would be inadequate and that, that any such breach will likely result in irreparable harmaccordingly, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bondPurchaser may, in addition to its all other remedies at lawremedies, seek injunctive relief for any breach by Seller of this Section without proof of actual damages and without the posting of bond or other security.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBESupreme Court’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services Goods and services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE Supreme Court owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Supreme Court promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Supreme Court to protect such Confidential Information. Upon the JBESupreme Court’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Supreme Court or, if so directed by the JBESupreme Court, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Supreme Court in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Supreme Court shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. Xxxx shall carefully guard and keep secret all trade secrets and confidential information concerning the business and affairs of LOL Affiliates ("Confidential Information"). Further, Xxxx shall not, at any time, whether during the Term of this Agreement or at a later time, directly or indirectly, disclose such Confidential Information to any person, firm, or corporation or other third party or use the same in any way unless he first secures the prior written consent of LOL. Xxxx acknowledges and agrees that the Confidential Information constitutes a unique and valuable asset of LOL acquired at great time and expense by LOL and its predecessors, and that any disclosure or use of the Confidential Information by Xxxx would be wrongful and would cause irreparable harm to LOL. During the Term term of this Agreement and at all times thereafter, Contractor will: (a) hold all Xxxx shall refrain from any acts or omissions that would materially reduce the value of the Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others LOL. In the event Xxxx becomes legally compelled to disclose any Confidential Information to any third party without obtaining Information, Xxxx shall provide LOL with notice as soon as reasonably practicable so that LOL may seek a protective order or other appropriate remedy. If a protective order or other remedy is not obtained by LOL, Xxxx shall only furnish that portion of the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only which is legally required and shall exercise his best efforts to its employees obtain a protective order or contractors who need to know other reasonable assurance that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions LOL's Confidential Information shall be accorded confidential treatment. The foregoing obligations of this sectionparagraph 4 shall survive the termination of this Agreement. The provisions of this section paragraph 4 shall survive not apply to the expiration or termination following information: Information that was publicly available at the time Xxxx acquires it from LOL Affiliates; Information that subsequently becomes publicly available other than by Carl's breach of this Agreement. Contractor will protect the Confidential ; Information that was rightfully acquired by Xxxx from unauthorized usea source other than LOL Affiliates, accesstheir directors, employees, agents, or disclosure in representatives, provided that such source is not, to the same manner as Contractor protects its own confidential best of Carl's knowledge, prohibited from transmitting such information to Xxxx pursuant to any contractual, fiduciary, or proprietary information legal obligation; Information that was independently developed by Xxxx without the use of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning , as evidenced by written documentation; or Information as generally disclosed by LOL to third parties without similar obligations of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawconfidentiality.

Confidential Information. During You acknowledge that the Term Software, including all Object Code and at Source Code and all times thereafterparts and aspects thereof, Contractor will: and any New Releases, Updates, modifications, translations, localizations, or other Derivative Works thereof, in whatever form, whether or not marked as confidential, the Product Key and benchmark results (acollectively, the "Confidential Information"), are the valuable proprietary and trade secret information of Licensor and/or its licensors and suppliers. You shall (i) hold all limit use and disclosure of the Confidential Information in strict trust to its employees and confidence, (b) refrain from using or permitting others its consultants who are authorized pursuant to this Agreement to use the Software and who agree to be bound by the terms of this Agreement or are otherwise bound to a confidentiality agreement containing substantially similar terms; (ii) not provide or disclose any of the Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, to another party; and (ciii) refrain from disclosing or permitting others to disclose any treat the Confidential Information with the same degree of care to avoid disclosure to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only as is used with respect to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary Licensee's information of a similar naturelike importance which is to be kept secret, and but with no less than the greater of reasonable care and industry-standard care. The JBE owns all rightforegoing obligations shall be in addition to any obligations set forth in any separate confidentiality agreement between Licensor and you. If you provide any feedback, title comments, suggestions, ideas, description of processes, or other information to Licensor about or in connection with the Software, including without limitation any ideas, concepts, know-how or techniques contained therein ("Feedback"), then you grant Licensor a worldwide, royalty-free, non-exclusive, perpetual and interest irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, without any compensation to you or any restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback will be deemed your Confidential Information, and nothing in this Agreement limits the Licensor's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise. You further acknowledge that in the event of a breach or threat of breach of this Section 5 (Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify money damages will not be adequate. Therefore, in addition to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionother legal or equitable remedies, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Licensor shall be entitled to appropriate seek injunctive or similar equitable relief, without relief against such breach or threat of breach. Both Parties agree that obligations of confidentiality will exist for a period of five (5) years following initial disclosure of the requirement of posting a bond, in addition to its other remedies at lawparticular Confidential Information.

Confidential Information. During the Term and at all times thereafterEmployee agrees that Employee shall not, Contractor will: (a) hold all directly or indirectly, use any Confidential Information in strict trust and confidence(as defined herein) on Employee’s own behalf or on behalf of any Person (as defined herein) other than the Employer, (b) refrain from using or permitting others to use Confidential Information in any manner reveal, divulge, or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Person not expressly authorized by the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only Employer to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect receive such Confidential Information. Upon This obligation shall remain in effect for as long as the JBE’s request and upon any termination information or expiration of this Agreement, Contractor will promptly (a) return materials in question retain their status as Confidential Information. Employee further agrees that he shall fully cooperate with the Employer in maintaining the Confidential Information to the JBE or, if so directed extent permitted by the JBE, destroy all Confidential Information (in every form law. The parties acknowledge and medium)agree that this Agreement is not intended to, and (b) certify to does not, alter either the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of ContractorEmployer’s rights or Employee’s obligations under this sectionany state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Employee shall not be restricted from disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Employee shall provide the Employer with prompt notice of such requirement so that the Employer may seek an appropriate protective order prior to any such breach will likely result required disclosure by Employee. Employee understands and acknowledges that nothing in irreparable harmthis section limits his ability to initiate communications directly with, and respond to any inquiry from, volunteer information to, or provide testimony before any government agency or otherwise participate in any reporting of, investigation into, or proceeding regarding suspected violations of law, or from making other disclosures that upon any breach are protected under, or threatened breach from receiving an award for information provided under, the whistleblower provisions of state or federal law or regulation. Employee does not need the prior authorization of the confidentiality obligationsEmployer to engage in such communications with any government agency, respond to such inquiries from any government agency, provide Confidential Information or documents containing Confidential Information to any government agency, or make any such reports or disclosures to any government agency. Employee is not required to notify the JBE shall be entitled to appropriate equitable relief, without the requirement of posting Employer that Employee has engaged in such communications with a bondgovernment agency. Employee recognizes and agrees that, in addition connection with any such activity outlined above, Employee must inform the government agency that the information Employee is providing is confidential. Federal law provides certain protections to its individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, federal law provides that an individual shall not be held criminally or civilly liable under any state or federal trade secret law for the disclosure of a trade secret under either of the following conditions: · Where the disclosure is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or · Where the disclosure is made in a complaint or other remedies at lawdocument filed in a lawsuit or other proceeding, if such filing is made under seal. Federal law also provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the its Confidential Information. Contractor will notify the affected JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all such JBE’s Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE JBEs shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBECOURT’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE COURT owns all right, title and interest in the Confidential Information. Contractor will notify the JBE COURT promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE COURT to protect such Confidential Information. Upon the JBECOURT’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE COURT or, if so directed by the JBECOURT, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE COURT in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE COURT shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Any non-public information, drawings, diagrams or other items relating to the Term Biological Materials which are disclosed by Fred Hutch to Company and that are either identified as confidential or that, under the circumstances, should reasonably be expected to be confidential (collectively, the “Confidential Information”), will remain the property of Fred Hutch, will be retained in confidence by Company using not less than a reasonable degree of care, and will not be disclosed by Company to anyone other than Company personnel who are providing services and are bound by written confidentiality and non-use restrictions at least as strict as those set forth herein. All materials containing Confidential Information will remain the property of Fred Hutch and will, along with all times thereaftercopies summaries and other tangible manifestations thereof, Contractor willbe immediately returned (or destroyed if requested by Fred Hutch) to Fred Hutch upon its reasonable request. Company will be responsible for any breach of confidentiality hereunder by any of its Affiliates, consultants, employees, independent contractors and subcontractors. Company will advise Fred Hutch immediately in the event that it learns or has reason to believe that any person has disclosed or used or intends to disclose or use Fred Hutch’s Confidential Information and the remedial or preventative actions being taken. Company acknowledge and agree that a breach of this Article 5 may cause irreparable harm to Fred Hutch for which the award of money damages may be inadequate and that in the event of any breach of this provision, Fred Hutch will be entitled to seek injunctive relief in addition to seeking any other remedy provided in this Agreement or available at law. Notwithstanding any of the foregoing, Confidential Information does not include materials or information that Company can, prior to its proposed use or disclosure, substantiate by written documentation: (a) hold all Confidential Information in strict trust and confidence, were explicitly approved for release by Fred Hutch; (b) refrain were already known by Company prior to receiving the information or material from using Fred Hutch or permitting others were disclosed to use Confidential Information in Company by a Third Party having the right to disclose without any manner or for any purpose not expressly permitted by this Agreement, and obligation of confidentiality; (c) refrain from disclosing were or permitting others to disclose any Confidential Information to any third party without obtaining have become part of the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to public domain through no fault or breach of obligation by Company, its employees or contractors who need agents; or (d) are required to know be disclosed by law or court or administrative order, provided that information Company will, if reasonably possible, notify Fred Hutch of the intended disclosure in advance, reasonably cooperate with the Fred Hutch’s effort to seek a protective order contesting or limiting the disclosure and limit its disclosure to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as that which is required for the provisions of this sectionforegoing purpose. The provisions of this section shall confidentiality obligations herein will survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure Agreement and continue in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and effect with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of respect to any unauthorized disclosure or use item of Confidential Information and will cooperate fully with for so long as it falls within the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium)definition, and (b) certify to outside the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionexclusions, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawset forth herein.

Confidential Information. During Customer, on its own behalf and on behalf of its employees, officers, directors, agents, and affiliates, during the Term term of this Agreement and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust covenants and confidenceagrees that it will not use, (b) refrain from using disclose, divulge, disseminate or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information otherwise make available to any third party any Confidential Information or otherwise make use of any Confidential Information, without obtaining the JBE’s express prior written consent on a case-by-case basisof Licensor except as expressly allowed herein. Contractor will disclose Customer shall use the highest commercially reasonable degree of care to protect the Confidential Information only to Information, including ensuring that its employees or contractors who need consultants with access to know such Confidential Information have agreed in writing not to disclose or use the Confidential Information. Customer shall bear the responsibility for any breaches of confidentiality by its employees and consultants. Within fifteen (15) days after request by Licensor, Customer shall return to Licensor all originals and copies of any Confidential Information and all information, records and materials developed therefrom by Customer, or, upon request by Licensor, in its sole discretion, destroy the same and certify in writing that same have been destroyed together with the manner, date, and time of such destruction. Nothing herein shall prevent Customer from disclosing all or part of the Confidential Information as necessary pursuant to the lawful requirement of a court or governmental agency or when disclosure is required by operation of law; provided that prior to any such disclosure, Customer shall use reasonable efforts to (i) promptly notify Licensor in writing of such requirement to disclose, and (ii) cooperate fully with Licensor in protecting against any such disclosure or obtaining a protective order. For purposes hereof, "Confidential Information" shall mean all confidential, proprietary or secret information of Licensor, including without limitation, information provided to Customer that is marked or made known to be "Confidential" (or words of like effect), the Software, and the Documentation. Customer recognizes and acknowledges that the use or disclosure of Confidential Information in order to perform Services hereunder and who have executed a confidentiality agreement manner inconsistent with Contractor at least as protective as the provisions of this section. The provisions of this section Agreement shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no cause Licensor immeasurable damage for which adequate remedy at law may not be available. Licensor shall therefore be entitled to obtain injunctive and other equitable relief for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any the breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable reliefthis section, without the requirement of posting to post bond; provided that if the court requires a bond, the amount shall not exceed $1,000. The rights under this section shall be cumulative of all other rights of Licensor. The foregoing obligations shall not apply if and to the extent that Customer establishes that: (i) the information communicated was already known to Customer, without obligation to keep it confidential, at the time of its receipt directly or indirectly from Licensor; (ii) the information communicated was received by Customer in addition good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; (iii) the information is independently developed by Customer without use of any Confidential Information received from Licensor; or (iv) the information communicated was publicly known at the time of its receipt by Customer or has become publicly known other remedies at lawthan by a breach of this Agreement or other action by Customer. Customer must specifically notify Licensor in writing if only certain designated individuals are authorized to request changes or execute documents on behalf of Customer.

Confidential Information. During You agree to preserve and protect the Term and at all times thereafter, Contractor will: (a) hold confidentiality of all Confidential Information (as defined below), which you acknowledge is the sole and exclusive property of the Company. You agree that you will not, at any time during your term of employment or thereafter, make any unauthorized disclosure of Confidential Information, or make any use thereof, except, in strict trust each case, in the carrying out of your responsibilities to the Company. You further agree to preserve and confidenceprotect the confidentiality of all confidential information of third parties provided to the Company by such third parties with an expectation of confidentiality. You shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by you hereunder to preserve and protect the confidentiality of such Confidential Information. You shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by applicable laws; provided, however, that in the event disclosure is required by applicable laws and you are making such disclosure, you shall provide the Company with prompt notice of such requirement prior to making any such disclosure to the extent practicable and not legally prohibited, so that the Company may seek an appropriate protective order at the Company’s sole cost and expense.Notwithstanding anything to the contrary contained herein, you will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of Confidential Information that is made (bi) refrain from using in confidence to a federal, state, or permitting others local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company’s Confidential Information to your attorney and use the Confidential Information in the court proceeding if you (A) file any manner or for any purpose not expressly permitted by this Agreement, document containing the trade secret under seal; and (cB) refrain from disclosing or permitting others do not disclose the Confidential Information, except pursuant to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions court order.For purposes of this sectionSection 3, the term “Company” includes the Company and each of its affiliates. The provisions of this section term “Confidential Information” shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own mean any and all confidential or proprietary information and materials, as well as all trade secrets, belonging to the Company and includes, regardless of a similar naturewhether such information or materials are expressly identified or marked as confidential or proprietary, and whether or not patentable: (i) technical information and materials of the Company; (ii) business information and materials of the Company; (iii) any information or material that gives the Company an advantage with no less than the greater respect to its competitors by virtue of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed not being known by the JBE, destroy all Confidential Information (in every form and medium), those competitors; and (biv) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionother valuable, that any such breach will likely result in irreparable harm, confidential information and that upon any breach or threatened breach materials and/or trade secrets of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawCompany.4.

Confidential Information. During “SofterWare’s Confidential Information” includes the Term Content and at all times thereafter, Contractor will: any other information which (a) hold all Confidential Information in strict trust and confidencegives SofterWare some competitive business advantage, gives SofterWare the opportunity to obtain some competitive business advantage, or the disclosure of which could be detrimental to the interests of SofterWare, or (b) refrain from using which is either (i) marked “Confidential,” “Restricted,” “Proprietary Information,” or permitting others other similar marking, (ii) known to use be considered confidential and proprietary, (iii) is received under circumstances reasonably interpreted as imposing an obligation of confidentiality, or (iv) any confidential transaction data. You will treat all SofterWare Confidential Information as strictly confidential and use the same degree of care to prevent disclosure of SofterWare’s Confidential Information as you would use with respect to your own most confidential and proprietary information, which, under no circumstances, shall be less than the standard of care imposed by state and federal laws and regulations relating to the protection of the information and, in the absence of any manner or for any purpose not legally imposed standard of care, the standard shall be that of a reasonable person under the circumstances. All SofterWare Confidential Information is and shall remain the property of SofterWare, and, except as expressly permitted by provided in this Agreement, and (c) refrain from disclosing no license or permitting others other right in any SofterWare Confidential Information is granted to you. Except as expressly provided in this Agreement, you may not use or disclose any SofterWare Confidential Information to any third party without obtaining the JBESofterWare’s express prior written consent consent, except disclosure to and subsequent uses by your employees and agents on a caseneed-byto-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information basis in order to perform Services hereunder and who fulfill your obligations under this Agreement, provided that those employees or agents have executed a confidentiality agreement with Contractor written agreements restricting use or disclosure of the SofterWare Confidential Information that are at least as protective of SofterWare’s rights to the SofterWare Confidential Information as the provisions of those contained in this sectionAgreement. The provisions of this section shall survive the expiration or On termination of this Agreement. Contractor Agreement or on SofterWare’s written request at any time, you will protect the destroy or return to SofterWare all SofterWare Confidential Information from unauthorized use, access, in your custody or disclosure control. This provision will survive any termination of this Agreement for so long as you have in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the your possession any SofterWare Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During The Parties acknowledge that, in the Term course of their dealings hereunder, each (“Recipient”) may receive or otherwise become familiar with information about the other (“Discloser”), including without limitation, information about the Discloser’s technology, client order information, business activities and at operations and its trade secrets that are proprietary or confidential (the “Confidential Information”). Confidential Information includes the terms of this Agreement. Recipient hereby agrees to take all times thereafterreasonable measures to maintain the confidentiality and secrecy of the Confidential Information of Discloser and to avoid its disclosure. Recipient agrees to limit access to the Confidential Information to authorized employees and outside advisors, Contractor willsuch as accountants and lawyers, who have a substantial need to know the Confidential Information. Upon expiration, cancellation or termination of this Agreement, except as otherwise set forth herein, Recipient shall promptly return the Discloser’s Confidential Information or delete all copies of such Confidential Information from its possession and certify in writing to Discloser of such deletion. Notwithstanding the foregoing, Confidential Information will not include any information to the extent that it: (a) hold all Confidential Information in strict trust and confidence, is or becomes publicly available through no act or omission on the part of the Recipient; (b) refrain is disclosed to Recipient by a third party having no obligation of confidentiality with respect thereto; (c) is released from using confidential treatment by written consent of Discloser; or permitting others (d) is required to use be disclosed by applicable law or regulation; provided however, if Recipient is required to disclose the Confidential Information in or any manner part thereof to a tribunal or for governmental or regulatory agency, then unless Recipient is restricted by law or order, it will notify Discloser prior to such disclosure to allow it to obtain protective orders maintaining the confidentiality of such information. For greater certainty, but without limitation, as between the parties hereto, any purpose not expressly permitted by and all Shopify Merchant information that comes into possession of Stripe on account of this Agreement, shall be and (c) refrain from disclosing or permitting others to disclose any remain the Confidential Information of each of Shopify USA and Stripe, and each party shall be entitled to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose retain such Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the following any expiration or termination of this AgreementAgreement without further obligation to the other party. Contractor will protect the The foregoing joint title in certain Confidential Information from unauthorized use, access, or disclosure in shall not be interpreted as a means to lessen the same manner as Contractor protects its own confidential or proprietary information obligations of a similar nature, and with no less than either Party under the greater of reasonable care and industrynon-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration solicitation provisions of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During Use and disclosure of Confidential Information Unless the Term and at all times thereafterLicensee has obtained the Agency’s prior written consent, Contractor willthe Licensee must: (a) hold keep all Confidential Information in strict trust secret and confidenceconfidential; not access, (b) refrain from using use or permitting others to use reproduce any Confidential Information in any manner or for any purpose not expressly permitted by except to the extent necessary to exercise its rights and perform its obligations under this Agreement, and (c) refrain from disclosing or permitting others to Deed; disclose any Confidential Information except as permitted under clauses 9.2 or 9.3; and establish and maintain all necessary security measures to maintain the confidential nature of the Confidential Information and ensure that the Confidential Information is kept secure from loss, unauthorised access or use, reproduction, modification, disclosure or other misuse. Disclosures to personnel and advisers The Licensee may disclose Confidential Information to the Licensee’s officers, employees, agents, sub-licensees, contractors, or legal, financial or other professional advisers if: the disclosure is necessary to enable the Licensee to perform its obligations or to exercise its rights under this Deed; and prior to disclosure, the Licensee informs the person of the confidential nature of the Confidential Information and the Licensee's obligations in relation to it under this Deed and obtains a confidentiality undertaking from the person to comply with those obligations, a signed copy of which must be provided to the Agency on request. The Licensee must ensure that any third party person to whom Confidential Information is disclosed under clause 9.2(a) keeps the Confidential Information confidential and does not use it for any purpose other than as permitted under clause 9.2(a). Disclosures required by Law Subject to clause (b), the Licensee may disclose Confidential Information that the Licensee is required to disclose by Law or by order of any court or tribunal of competent jurisdiction or by any government agency, stock exchange or other regulatory body. If the Licensee is required to make a disclosure under clause 9.3(a), the Licensee must: give the Agency prompt and prior written notice of the impending disclosure; provide reasonable assistance to the Agency in opposing or limiting the disclosure; and if the disclosure cannot be avoided, only disclose Confidential Information to the extent necessary to comply, and use reasonable efforts to ensure that any Confidential Information disclosed is kept confidential. TERMINATION Termination by the Agency The Agency may terminate this Deed (including all licences granted under it) by written notice effective immediately (or effective from any later date specified) if: the Agency ceases to have the right to grant the licence of the Trade Marks on the terms of this Deed; or the Licensee: engages in any conduct or practice that is reasonably likely, in the Agency's opinion, to adversely affect the Trade Marks, the goodwill associated with the Trade Marks, the Agency's rights to the Trade Marks or the Agency's reputation; where the Permitted Purpose identifies an existing contract, does not comply with the standards and requirements of design, performance and quality specified in that contract; breaches the contract for which the Permitted Purpose has been granted, or otherwise ceases to engage with the Agency or to otherwise provide the goods or services subject of that contract for any reason whatsoever, including expiry or termination; breaches or, in the case of a sub-licensee, acts inconsistently with a provision of this Deed and does not remedy that breach or act within 5 Business Days of being notified of the breach or act by the Agency; assigns, charges or in any way encumbers its interest in this Deed, or attempts to do so without obtaining the JBE’s express prior written consent of the Agency; being a corporation, comes under one of the forms of external administration referred to in chapter 5 of the Corporations Xxx 0000, or an order has been made for the purpose of placing the corporation under external administration; being an individual, becomes bankrupt or enters into a scheme of arrangement with creditors; or is in breach of a payment obligation. Termination by the Licensee If the Agency ceases to have the right to license the Trade Marks, the Licensee's sole remedy is to terminate this Deed. Consequences of expiry or termination On termination or expiry of this Deed: the Licensee must: immediately cease all use of the Trade Marks, including on a case-by-case basis. Contractor will disclose any websites and social media account pages that it owns, operates or controls; immediately destroy or return to the Agency (at the Agency’s election) any Material that the Agency provided to the Licensee in relation to the Trade Marks and any Confidential Information only provided by the Agency to its employees the Licensee in relation to this Deed; within 10 Business Days from the date of termination or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions expiry of this sectionDeed, destroy or return to the Agency (at the Agency's election), all Trade Xxxx Material within the possession, power or control of the Licensee. The provisions Licensee agrees to certify that destruction has occurred if requested by the Agency; and immediately make all payments which are due and payable to the Agency by the Licensee on or before the date of this section shall survive the expiration expiry or termination of this AgreementDeed. Contractor will protect the Confidential Information from unauthorized useSurvival of obligations The obligations in clauses 1 (Interpretation), access8 (Indemnities), or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the 9 (Confidential Information. Contractor will notify the JBE promptly upon learning ), 10.3(Consequences of any unauthorized disclosure expiry or use of Confidential Information termination), 11 (Notices), 13 (Dispute Resolution), 14.1(a) (Governing Law) and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any this clause 10.4 survive termination or expiration expiry of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawDeed.

Confidential Information. During The information that Airport Authority may disclose to the Term and at all times thereafterContractor includes, Contractor willbut is not limited to, the following: (a) hold any and all Confidential Information in strict trust and confidence, information relating to Airport Authority’s proposed construction projects; (b) refrain from using or permitting others any and all information relating to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and the Airport Authority’s completed construction projects; (c) refrain any and all information related to the Detroit Metropolitan Wayne County Airport, including but not limited to its operations and secure areas; (d) any and all information related to the Willow Run Airport; (e) any and all information which would do any of the following: (i) Constitute an unwarranted invasion of privacy (including, but not limited to, information contained in any personnel, medical, or similar file); (ii) reveal trade secrets or privileged or confidential information obtained from disclosing any person; or permitting others (ii) be detrimental to the security of transportation; and (e) any and all information designated confidential or sensitive security information by the Airport Authority. In addition to the above enumerated types of information, there may be other related information that the Airport Authority also discloses to the Contractor, and all this information is, together, the "Confidential Information". In consideration of Airport Authority’s disclosure of the Confidential Information for the Contractor its use, the Contractor agrees to the following use and disclosure obligations: Title to the Confidential Information and all related materials and documentation Airport Authority delivers to the Contractor will remain with Airport Authority; the Contractor agrees to treat such Confidential Information as secret; the Contractor shall not to disclose any Confidential Information to any third party without obtaining parties and to use it solely for the JBE’s express prior written consent on a case-by-case basispurpose described in this Agreement. The Contractor will disclose restrict circulation of the Confidential Information within its organization and then only to its employees or contractors who people in the Contractor’s organization that have a need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in for the same manner as Contractor protects its own confidential or proprietary information purpose of a similar nature, and with no less than providing the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in services to Airport Authority; the Confidential Information. Contractor will notify be liable for all costs, damages, liabilities relating to or arising from the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information whether the disclosure is intentional, negligent, or accidental; the Contractor will return all originals of any Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon destroy any copies it has made on termination or expiration of this Agreement; and if any provision of this Section is held by a court of competent jurisdiction to be contrary to law, Contractor the remaining provisions of this Agreement will promptly (a) return remain in full force and effect to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing extent that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawdoes not create an absurdity.

Confidential Information. During Owner, through the Term Broker, will disclose and at all times thereaftermake available to Recipient certain information that is non-public, Contractor will: confidential and/or proprietary in nature relating to the possible sale of certain property (a“Confidential Information”). By executing this Agreement, Recipient (including, without limitation, its respective officers, directors, employees, counsel, consultants, brokers or agents) hold all acknowledges and agrees that it shall maintain the Confidential Information in strict trust confidence from the time of this Agreement and confidence, for a period of three (b3) refrain years from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by the Effective Date of this Agreement, and (c) refrain from disclosing or permitting others shall not, without the prior written consent of Owner, via Broker, disclose any of the Confidential Information except as permitted herein; provided, however, that there shall be no obligation on the part of Recipient to disclose maintain in confidence any Confidential Information disclosed to any it by Owner: (i) which is generally known to the trade or the public at the time of such disclosure; (ii) which becomes generally known to the trade or the public subsequent to the time of such disclosure, but not as a result of disclosure by the other; (iii) which is legally received by Recipient from a third party without obtaining restriction; (iv) which is independently developed by Recipient; (v) which is approved for release in writing by Owner whose Confidential Information is to be released, prior to any release; or (vi) is demanded by a lawful order from any court or any body empowered to issue such an order. Recipient agrees to notify Owner promptly of the JBE’s express prior written consent on receipt of any such order, and to promptly provide Owner with a case-by-case basiscopy of such order. Contractor will If Recipient is required to disclose Confidential Information in response to a valid order by a court or other governmental body, as required by law, Recipient may disclose such Confidential Information only to its employees the extent legally compelled. Owner will be given an opportunity to oppose any such order or contractors who need to know seek a protective order that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect protects the Confidential Information from unauthorized useat issue before Recipient complies with any such court or governmental order provided, accesshowever, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns that all right, title and interest in the Confidential Information. Contractor Parties will notify the JBE promptly upon learning of stipulate to any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE orders necessary to protect such Confidential Informationsaid information from public disclosure. Upon the JBE’s request and upon any termination or expiration of this Agreement000 Xxxx Xxxx Xxxxxx, Contractor will promptly Xxxxx 000  Xxxxxxxxx, Xxx Xxxx 00000 (a000) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.000-0000  XxxxxXXX.xxx

Confidential Information. During I acknowledge that information provided by NYSED or developed by me or my organization related to the Term and at all times thereafter, Contractor will: (a) hold all Purpose described above includes Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use that is the property NYSED. I acknowledge that such Confidential Information includes many items, including but not limited to the following information types: all oral or written information in draft or final form relating to the Purpose; any manner reports from the Company; the results of any analyses or for studies, whether provided to me by NYSED or developed by me or the Company; and any purpose other Confidential Information that has not expressly permitted been made available to the general public by NYSED. By signing this Agreement, I agree to maintain and (c) refrain from disclosing honor the security of the Confidential Information referenced herein and to abide by the following security restrictions: I agree not to disclose any Confidential Information, including documents or permitting others reports, whether in draft or final form, to anyone other than authorized NYSED staff unless specifically authorized to do so by NYSED. I also agree not to disclose such information and/or materials to any NYSED staff other than those whom have been previously authorized without the prior permission of NYSED. I agree not to use the Confidential Information for anything other than the Purpose defined above. I will not disclose any Confidential Information to any third party without obtaining parties except those authorized by NYSED who are required to have the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as carry out the provisions of this section. The provisions of this section shall survive the expiration or termination of Purpose set forth in this Agreement. Contractor If the Company or I have or will have directors, officers, employees, consultants, and/or agents to whom Confidential Information is disclosed or who have access to Confidential Information, I will ensure that such person(s) sign a NDA in content substantially similar to this Agreement and will promptly notify NYSED in writing of the names of each such person(s) who has signed such agreements after such agreements are signed. I agree that I will take all reasonable measures to protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information secrecy of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized by NYSED to have any such information. Measures to prevent such disclosure shall include the highest degree of care that the Company utilizes to protect its own Confidential Information of a similar nature. If I am responsible for supervising other staff or subcontractors, I agree to limit the access and will cooperate fully use of Confidential Information to only those individuals who have a legitimate need to access such materials in order to perform the work described above. I agree to provide appropriate training, guidance, and oversight to any staff or subcontractors under my supervision who may work with Confidential Information in order to maintain the security of such information and materials. I agree to follow all guidelines and instructions provided by NYSED regarding the transfer of the Confidential Information in my possession. Such transfer may include secure electronic transfer using encrypted files. Upon completion of the Purpose described above, I agree to securely store, destroy, or return all Confidential Information provided to or prepared by me, including all copies thereof and all notes prepared by me, in accordance with the JBE instructions given to protect such me by NYSED. I understand that Confidential Information is not to be copied or duplicated in any way or shared with or discussed with anyone other than authorized NYSED staff, unless specifically authorized to do so by NYSED. I agree to immediately report to NYSED if I learn of or suspect any potential misuse of Confidential Information. Upon In the JBE’s request and upon event that the Company or its directors, officers, employees, consultants, or agents are requested or required by legal process to disclose any termination of the Confidential Information, I (or expiration the Company) shall give prompt notice so that NYSED may seek a protective order or other appropriate relief. In the event that such protective order is not obtained, I shall disclose only that portion of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify which its counsel advises that it is legally required to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawdisclose.

Confidential Information. During Provider acknowledges that, due to the Term scope of work and at all times thereafternature of services required under this Agreement, Contractor Provider, its employees, agents and/or representatives will: /may have access to or receive confidential information of the University that may include, but is not limited to, non-public personally identifiable information and/or any other non-public information related to University students, faculty and staff, regardless of whether or not such information is marked by the University as confidential (a) hold the “Confidential Information”). Provider hereby represents and warrants to the University, that all Confidential Information in strict trust and confidence, (b) refrain from using accessed or permitting others to use Confidential Information in any manner received as a result of this Agreement shall not be used or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information disclosed to any third party without obtaining the JBEUniversity’s express prior written consent on a case-by-case basisconsent, other than as necessary for the performance of the Provider’s duties hereunder, except as required by law. Contractor will disclose Provider shall, when using Confidential Information, or when requesting Confidential Information only from any individual or entity associated with the University, limit the use of or access to such Confidential Information to the minimum level necessary to accomplish the intended purpose of the use, or request. Provider shall implement appropriate safeguards to prevent the unauthorized use or disclosure of such Confidential Information and shall provide the University with information concerning such safeguards as the University may reasonably request. Provider shall timely report to the University any use or disclosure of Confidential Information of which it becomes aware, that is used or disclosed other than as authorized herein. Provider shall ensure that its employees employees, representatives, agents and subcontractors (when the use of such subcontractor has been approved in writing by the University and prior to any use of or contractors who need access to know that information in order to perform Services hereunder and Confidential Information), who have executed a confidentiality agreement access to or receive Confidential Information will comply with Contractor at least the same restrictions and conditions as protective apply to Provider with respect to such Confidential Information as the provisions of this sectionset forth herein. The provisions of this section shall survive the Provider represents and warrants that upon expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, Provider shall return or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns destroy all right, title and interest in the Confidential Information. Contractor will notify , as directed by the JBE promptly upon learning University, that Provider its employees, representatives and agents or subcontractors then maintains in any form and Provider its employees, representatives, agents and subcontractors shall not retain copies of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any Both parties agree that this section shall survive termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) BGHL agrees that during the Interim Period and, if this Agreement is terminated in accordance with Article X, for a period of two (2) years after such termination, they shall, and shall cause their respective Representatives to: (i) treat and hold all Confidential Information in strict trust confidence any Perception Confidential Information, and confidence, (b) refrain from using or permitting others to will not use Confidential Information in any manner or for any purpose not expressly permitted (except in connection with the consummation of the transactions contemplated by this AgreementAgreement or the Ancillary Documents, and (c) refrain from disclosing performing their obligations, enforcing their rights, or permitting others to disclose any Confidential Information in furtherance of their authorized duties on behalf of Perception), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of Perception Confidential Information without obtaining the JBEPerception’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder consent; and who have executed a confidentiality agreement with Contractor at least as protective as (ii) if BGHL, during the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Interim Period or, if this Agreement is terminated in accordance with Article X, for a period of two (2) years after such termination, becomes legally compelled to disclose any Perception Confidential Information, (A) provide Perception to the extent legally permitted with prompt written notice of such requirement so directed by the JBEthat Perception or an Affiliate may seek, destroy all Confidential Information (in every form and mediumat Perception’s cost, a protective Order or other remedy or waive compliance with this Section 8.14(a), and (bB) certify if such protective Order or other remedy is not obtained, or Perception waives compliance with this Section 8.14(a), furnish only that portion of such Perception Confidential Information which is legally required to the JBE be provided as advised in writing by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that Contractor has fully complied with confidential treatment will be accorded such Perception Confidential Information. If this Agreement is terminated and the foregoing obligations. Contractor acknowledges that there can be no adequate remedy contemplated transactions are not consummated, BGHL shall, and shall cause their respective Representatives to, promptly deliver to Perception or destroy (at law for Perception’s election) any breach and all copies (in whatever form or medium) of Contractor’s obligations under this sectionPerception Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings; provided, however, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE BGHL shall be entitled to appropriate equitable reliefkeep any records required by applicable Law or bona fide record retention policies; and provided, without further, that any Perception Confidential Information that is not returned or destroyed shall remain subject to the requirement of posting a bond, confidentiality obligations set forth in addition to its other remedies at lawthis Agreement.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold Employee represents that Employee has been informed that it is the policy of Company to maintain as secret all Confidential Information in strict trust (as defined below) relating to Company, and confidence, (b) refrain from using or permitting others to use Employee further acknowledges that such Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, is of great value to Company and (c) refrain from disclosing or permitting others that Company has taken all reasonable steps to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information confidentiality of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor Employee recognizes that, by reason of Employee’s employment with Company during the Employment Period, Employee has acquired and will notify the JBE promptly upon learning of any unauthorized disclosure or use of acquire Confidential Information and will cooperate fully with the JBE as aforesaid. Employee confirms that it is reasonably necessary to protect Company’s goodwill and its ability to compete in a highly competitive field and, accordingly, Employee hereby agrees that, at all times after the Effective Date, Employee will not, directly or indirectly, at any time during Employee’s employment with Company or after the Termination Date divulge to any person or entity, other than Company, or use, or cause or authorize any person or entity to use, any such Confidential Information. Upon The foregoing will not prohibit disclosure of Confidential Information as required by law or regulation, including, but not limited to, those of the JBE’s request United States Securities and upon Exchange Commission and the rules of any termination exchange, quotation system and/or self-regulatory organization on which or expiration with which the securities of this AgreementCompany or any subsidiary or affiliate are quoted, Contractor will promptly (a) return listed and/or traded, as the case may be; provided that if Employee is required to make a disclosure pursuant to the JBE orforegoing, if so directed by the JBE, destroy all Confidential Information (in every form Employee shall give Company prompt written notice thereof and medium), and (b) certify cooperate with Company’s efforts to the JBE in writing that Contractor has fully complied with seek a protective order. Neither the foregoing obligations. Contractor acknowledges nor anything else herein shall prohibit Employee from reporting possible violation of federal or state law or regulations to any governmental agency or self-regulatory organization, or making other disclosures that there can be no adequate remedy at are protected under whistleblower or other provisions of applicable federal or state law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawregulations.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBECourt’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors Contractor Personnel who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE Court owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Court promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Court to protect such Confidential Information. Upon the JBECourt’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Court or, if so directed by the JBECourt, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Court in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Court shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law. Publicity. Contractor shall not make any public announcement or press release about this Agreement without the prior written approval of the Court.

Confidential Information. During In connection with the Term and at all times thereafterrendering of the Work, Confidential Information, as defined herein, may be discovered by or disclosed to Contractor. Contractor will: (a) hold agrees to treat all Confidential Information in strict with the highest duty of trust and confidenceimposed upon a fiduciary, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose or allow access to any Confidential Information to any third party without obtaining person (including employees of Contractor, except as necessary to perform the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Work), to refrain from using Confidential Information only for purposes other than the performance of the Work or as otherwise directed by Owner, to its employees or contractors who need to know that information in order refrain from reproducing any Confidential Information except as necessary to perform Services hereunder the Work, and who have executed a confidentiality agreement with Contractor at least as protective as to return to Owner all documents and other materials containing Confidential Information immediately upon Owner's request and in any event upon the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect Master Contract or completion of the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligationsWork. Contractor acknowledges that there can be no Owner will not have an adequate remedy at law under any Laws for any breach of Contractor’s the foregoing provisions, and that, accordingly, Owner may obtain injunctive relief or a decree of specific performance directing Contractor to cure any such breach and to refrain from further actions that would constitute such a breach. Contractor acknowledges and agrees that its obligations under this section, Paragraph 59 and all other confidentiality provisions of this Master Contract are as a fiduciary to Owner and that any such release of information by Contractor contrary to these confidentiality provisions shall be subject to all remedies and damages available to Owner under all Laws and equity for breach will likely result in irreparable harm, of fiduciary duty. "Confidential Information" means any and all information (and any and all documents or other media or materials containing information) that is: (a) not publicly available and that upon any breach pertains to Owner or threatened breach of the confidentiality obligationsProject, the JBE shall be entitled whether or not such information is expressly labeled or described as confidential; (b) expressly labeled or described as confidential; and/or (c) generated by Contractor pursuant to appropriate equitable reliefthis Master Contract, including without the requirement of posting a bondlimitation, in addition to its all reports, maps, surveys, drawings, computations, etchings, sketches, tracings, drafts and all other remedies at laworiginal documents.

Confidential Information. During In the Term context of their business relationship, the Parties shall grant each other access to certain information and at all times thereaftermaterials, Contractor will: including, but not limited to, the business, source codes, trade and business secrets, know-how, data and products of the other Party, that are confidential and of substantial value to such Party (a) hold all the "Confidential Information"); such value would be impaired if such Confidential Information in strict trust is disclosed to third parties. The Parties shall maintain and confidence, (b) refrain from using or permitting others to use protect the confidentiality of Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its in which they protect their own confidential or proprietary information Confidential Information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title Parties will take necessary precautions to protect and interest in maintain the confidentiality and non-disclosure of Confidential Information. Contractor will notify the JBE promptly upon learning of Notwithstanding any unauthorized disclosure or use of other provision hereof, Confidential Information shall not include any information that: (i) is or subsequently becomes public domain through no fault of the disclosing Party; (ii) is already known to the disclosing Party at the time of its disclosure; (iii) is rightfully received by the disclosing Party from a third party without restriction on disclosure; (iv) has demonstrably been developed independently by the disclosing Party. The Parties' confidentiality obligation shall survive the end of the Parties' business relationship and continue for an additional 5 years. Warranty ShapeDiver warrants that the Services are performed according to best industry standards and that the Customization and/or Individual Software will cooperate fully fulfill the functions described in the Confirmed Specification. SHAPEDIVER ONLY ISSUES THE WARRANTIES EXPRESSLY REFERRED TO HEREIN. SHAPEDIVER DISCLAIMS ALL OTHER WARRANTIES, CONFIRMATIONS, GUARANTEES AND REPRESENTATIONS IN RESPECT OF THE CUSTOMIZATION AND/OR INDIVIDUAL SOFTWARE TO THE EXTENT PERMITTED BY LAW. ANY RECOMMENDATION ISSUED OR INFORMATION PROVIDED BY THE LICENSOR SHALL CONSTITUTE A WARRANTY TOWARD THE LICENSEE ONLY IF EXPRESSLY AGREED AS SUCH. For the purpose of asserting a warranty, the Customer shall (i) immediately provide to ShapeDiver at xxxxxxx@xxxxxxxxxx.xxx a detailed description of the defect; and (ii) make available to ShapeDiver all documents and information necessary to remedy the defect. If there actually is a defect, ShapeDiver will use reasonable efforts to remedy such defect within a reasonable period of time. The warranty period shall expire 3 months after performance of the Services and/or delivery of the Customization and/or Individual Software. Any assumption of deficiency under Section 924 of the Austrian Civil Code [ABGB] is expressly excluded. Limitation of Liability SHAPEDIVER IS ONLY LIABLE FOR ANY DAMAGE CAUSED BY INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE. ANY LIABILITY FOR DAMAGE CAUSED BY SLIGHT NEGLIGENCE IS EXPRESSLY EXCLUDED. SHAPEDIVER DISCLAIMS ANY LIABILITY FOR ANY INDIRECT DAMAGE, LOST PROFIT, CONSEQUENTIAL DAMAGE AND NON-MATERIAL DAMAGE OF ANY KIND. THIS LIMITATION OF SHAPEDIVER'S LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. ANY CLAIM AGAINST SHAPEDIVER SHALL BE ASSERTED (I) WITHIN 3 MONTHS OF THE CUSTOMER BECOMING AWARE OF DAMAGE, OTHERWISE THE CLAIM SHALL BE FORFEITED; AND (II) ONLY AGAINST SHAPEDIVER, EXCLUDING ANY PERSONAL LIABILITY OF ALL REPRESENTATIVES, EMPLOYEES AND SUB-CONTRACTORS OF SHAPEDIVER. IRRESPECTIVE OF THE LEGAL GROUND OF ANY CLAIM, ANY LIABILITY OF SHAPEDIVER TO THE CUSTOMER IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED THE SUM TOTAL OF PAYMENTS SHAPEDIVER RECEIVED IN AGGREGATE FOR PROVIDING THE RESPECTIVE SERVICE. Data Privacy The Parties agree to observe any applicable data privacy provisions in connection with the JBE provision of Services hereunder and shall ensure compliance with such provisions by their representatives, employees and any third party attributable to protect such Confidential Informationthem. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly ShapeDiver's privacy policy (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and mediumavailable at xxxxx://xxxxxxxxxx.xxx/privacy/), as amended from time to time, is hereby incorporated by this reference and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach made an integral part of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawthese Conditions.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) During the Restricted Period, each Non-Compete Seller shall, and shall cause its Affiliates and Representatives to, hold all Confidential Information in strict trust confidence and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Person other than the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose other Parties, and not use any Confidential Information only to its employees for such Non-Compete Seller’s own benefit or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning benefit of any unauthorized disclosure third party. Notwithstanding the immediately preceding sentence, nothing in this Agreement shall prohibit (i) any Non-Compete Seller, Shareholder Representative or use any of Confidential Information their respective Affiliates and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination Representatives from using or expiration of this Agreement, Contractor will promptly (a) return disclosing information to the JBE or, if so directed by extent solely relating to the JBE, destroy all Confidential Information (in every form and medium)Shoe Assets, and (bii) certify any Non-Compete Seller or any Affiliate of such Non-Compete Seller from using or disclosing Confidential Information: (A) to the JBE in writing that Contractor has fully complied extent reasonably necessary for such Non-Compete Seller to comply with the foregoing obligations. Contractor acknowledges terms of this Agreement or any other agreement or instruments executed in connection herewith, (B) to the extent such Non-Compete Seller or any Affiliate of such Non-Compete Seller determines that there can be no adequate remedy at law such use or disclosure is reasonably necessary for the defense of any breach proceeding against such Non-Compete Seller or Affiliate of Contractorsuch Non-Compete Seller, including in connection with challenging or defending any claim for indemnification under Article VII, (C) to the extent required by Law or accounting requirements, including in connection with any accounting, audit, Tax or regulatory compliance of any Non-Compete Seller or any Affiliate thereof, or (D) to the extent disclosure is mandated by any Governmental Order; provided that, in the case of clauses (B), (C) and (D) above, such Non-Compete Seller (I) provides Buyer with prompt written notice of such mandated disclosure prior to such disclosure being made, (II) cooperates reasonably with Buyer’s obligations under this section, that any effort to obtain a protective order or other confidentiality treatment with respect to such breach will likely result in irreparable harmConfidential Information whose disclosure is mandated, and (III) discloses only that upon any breach or threatened breach portion of the confidentiality obligations, the JBE shall such Confidential Information required to be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawdisclosed.

Confidential Information. During the Term “Confidential Information ” means any information disclosed by Coherent to Supplier, either directly or indirectly, in writing, orally or by inspection of tangible objects, including without limitation drawings, documents, specifications, samples, prototypes and at designs. Confidential Information shall include all times thereafter, Contractor will: information relating to Articles and may include third-party information. Confidential Information shall not include information that (a) hold all Confidential Information was publicly known and made generally available in strict trust and confidencethe public domain prior to the time of disclosure by Coherent to Supplier, (b) refrain from using becomes publicly known and made generally available in the public domain after disclosure to Supplier by Coherent through no action or permitting others inaction of Supplier, or (c) is in the possession of Supplier, without confidentiality restrictions, at the time of disclosur e by Coherent to Supplier, as evidenced in Supplier’s files and records in existence immediately prior to the time of Coherent’ s disclosur e. Supplier shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Supplier shall take at least those measures that it takes to protect its own most highly confidential information. Supplier shall make no copies of the Confidential Information unless the same are previously approved in writing by Coherent. Supplier shall reproduce Coherent’s proprietary rights notices on any such approved copies in the same manner or in which such notices were set forth on the original. Supplier shall not use any Confidential Information for any purpose other than to perform its obligations under the applicable Purchase Order. Supplier shall not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining unless authorized in advance in writing. Supplier shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that embody Coherent’s Confidential Information. Supplier shall immediately notify Coherent in the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions event of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from any unauthorized use, access, use or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During 8.1 GDSC agrees to regard and preserve as confidential all information related to the Term business and activities of MON, the MON Affiliates and their respective customers, clients, suppliers and other entities with whom MON does business, that may be obtained by GDSC as a result of this Agreement (the "MON Confidential Information"). GDSC agrees to hold the MON Confidential Information in trust and confidence for MON, take such precautions (but no less than reasonable precautions) to protect the confidentiality of the MON Confidential Information and not to disclose the MON Confidential Information to any person, firm or enterprise, or use (directly or indirectly) the MON Confidential information for its own benefit or the benefit of any other party, unless authorized by MON in writing; provided, however, that it may disclose the MON Confidential Information to GDSC's employees, agents, contractors and advisors who need to know the MON Confidential Information to enable GDSC to perform its obligations and exercise its rights under this Agreement, who are advised of the confidential and proprietary nature of the MON Confidential Information and who are either subject to written nondisclosure obligations no less restrictive than those contained in this Agreement or who are otherwise subject to a duty of loyalty and confidentiality to GDSC. Further, with respect to MON Confidential Information which GDSC obtains, controls or otherwise possesses in connection with its provision of the Services hereunder, GDSC agrees to undertake security measures, at all times thereaftera minimum to the extent that GDSC would provide security for the GDSC Confidential Information, Contractor willto: (a) hold safeguard all MON Confidential Information digitally stored on any systems under the control or in strict trust and confidence, the possession of InterDent; (b) refrain from using or permitting others to use safeguard the physical integrity and condition of media in GDSC's control containing such digitally stored MON Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and Information; (c) refrain from disclosing or permitting others within sixty (60) days of the Effective Date, restrict access to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose digitally stored MON Confidential Information only to MON, its designated employees or contractors who need to know that information in order to perform Services hereunder and/or its authorized employees (except as otherwise permitted by this Section); and who have executed a confidentiality agreement with Contractor at least as protective as the provisions (d) prevent unauthorized use and disclosure of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the such digitally stored MON Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of by any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawthird party.

Confidential Information. During Definition "Confidential Information" means CASES, its associated documentation, Knowmadics pricing for CASES and any results achieved by use of CASES, and other information disclosed by Knowmadics under the Term Agreement that is labeled or otherwise designated as confidential or that by its nature would reasonably be expected to be kept confidential. Exclusions - Notwithstanding the previous paragraph, Knowmadics Confidential Information shall not include information that (i) is or becomes publicly available through no act or omission of End User; or (ii) was in End User's lawful possession prior to the disclosure and at all times thereafter, Contractor will: had not been obtained by End User either directly or indirectly from Knowmadics; or (aiii) is lawfully disclosed to End User by a third party not bound by a duty of non-disclosure; Nondisclosure - End User agrees to hold all the Confidential Information in strict trust and confidence, (b) refrain from using or permitting others . End User agrees not to use make the Confidential Information available in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information form to any third party without obtaining or to use theConfidential Information for any purpose other than performing its obligations or enjoying its rightsunder the JBE’s express prior written consent on Agreement . You agree to use the same degree of care that it uses to protect its own confidential information of a case-by-case basis. Contractor will disclose similar nature and value, but in no event less than a reasonable standard of care, to ensure that Confidential Information only to its employees is not disclosed or contractors who need to know that information distributed by itsemployees or agents in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as violation of the provisions of this sectionthe Agreement. The provisions End User represents that it has, with each of its employees who may have access to any Confidential Information, an appropr iate agreement sufficient to enable it to comply with all of the terms of this section shall survive Section 14. Required Disclosure Notwithstanding the expiration foregoing, You may disclose the Confidential Information to the extent that such disclosure is required by law or termination court order, provided, however, that End User provides to Knowmadics prior written notice of this Agreement. Contractor will protect such disclosure and reasonable assistance in obtaining an order protecting the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard carepublic disclosure. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any Termination/Expiration After termination or expiration of this the Agreement, Contractor will promptly (a) End User shall return to the JBE or, if so directed by the JBE, destroy all Knowmadics any Confidential Information (in every form and medium), and (b) certify to received during the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach term of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawAgreement .

Confidential Information. During the Term and GARLAND agrees that he will, at all times during the Employment Period and thereafter, Contractor will: (a) hold all maintain in confidence, and shall not disclose, directly or indirectly, to any third party or use for any purpose, and Confidential Information in strict trust and confidence(as defined below), except (bi) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted the extent such information becomes publicly known other than by his breach of this Agreement, and ; (cii) refrain from disclosing or permitting others to the extent GARLAND is required by law to disclose any Confidential Information to any third party without obtaining in which event GARLAND will provide the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know Company with prompt notice of such required disclosure so that information in the Company may seek an appropriate protective order to perform Services hereunder and who have executed a confidentiality agreement and/or waive his compliance with Contractor at least as protective as the provisions of this section. The Agreement, and GARLAND will consult with the Company as to the advisability of taking legal available steps to resist or narrow such disclosure, and if in the absence of a protective or the receipt of a waiver hereunder, GARLAND will consult with the Company as to the advisability of taking legal available steps to resist or narrow such disclosure, and if in the absence of a protective order or the receipt of a waiver hereunder, GARLAND nonetheless, based on advice of his legal counsel, is compelled to disclose any of the Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, GARLAND may disclose such of the Confidential Information which he is compelled to disclose to such tribunal without liability hereunder; provide, however, that GARLAND shall give the Company written notice of the Confidential Information to be disclosed as far in advance of its disclosure as is practicable and shall use his best efforts to obtain and cooperate with the Company in seeking to obtain an order or other reliable assurance that confidential treatment will be accorded to such portions of the Confidential Information required to be disclosed as the Company designates; (iii) in GARLAND's capacity as an employee of the Company to the extent reasonably appropriate in furtherance of the business of the Company or its subsidiaries; or (iv) to your attorneys or accountants, provided, that such attorneys or accountants will be informed of the content of this paragraph 7 and by receiving such information agree to be bound by the provisions of this section shall survive the expiration paragraph 7 and GARLAND hereby agrees to be responsible for any breach hereof by its attorneys or accountants. Upon GARLAND's termination of this Agreement. Contractor will protect employment with the Confidential Information from unauthorized use, accessCompany for any reason, or disclosure in otherwise upon the same manner as Contractor protects its own confidential or proprietary information request of a similar naturethe Company, and with no less than GARLAND will deliver to the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly Company (a) return to the JBE or, if so directed by the JBE, destroy all documents and materials containing Confidential Information (in every form and medium)Information, and (b) certify all documents, materials and other property belonging to the JBE Company which is in writing that Contractor has fully complied with his possession or under his control, including but not limited to all Company keys, entry cards, credit cards, parking passes, portable projectors, computers, cellular telephones, office equipment and other property belonging to the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for Company or any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawsubsidiaries.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by For purposes of this Agreement, "Confidential Information" shall be deemed to include all information and (materials with respect to the Company, including, but not limited to, all proprietary information, specifications, models, diagrams, flow charts, videotapes, audio tapes, forms, data structures, graphics, other original works of authorship, product plans, technologies, formulas, trade secrets, trade names or proposed trade names, knowhow, ideas, marketing materials, lists of potential or actual customers, contracts, pricing information, financial information, business plans and strategies, and other financial and intellectual property with respect to the Company. Except as authorized in writing by the Buyer, the Seller shall not disclose, communicate, publish or use for the benefit of itself or any third party any Confidential Information received, acquired, or obtained with respect to the Company. The Seller also agrees that: a) the Confidential Information will be held in confidence by the Seller using the same degree of care, but no less than a reasonable degree of care, as the Seller uses to protect its own confidential information of a like nature; b) it will take such steps as may be reasonably necessary to prevent disclosure of the Confidential Information to others; and c) refrain from disclosing or permitting others in the event the Seller is legally required to disclose any portion of the Confidential Information, the Seller shall promptly notify the Buyer so that the Buyer may take steps to protect its Confidential Information. The obligations of this Section 6 shall terminate with respect to any particular portion of Confidential Information to any which: a) is in the public domain; b) entered the public domain through no fault of the Seller; or c) was rightfully communicated by a third party without obtaining to the JBE’s express prior written consent on a case-by-case basisSeller free of any obligation of confidence. Contractor will disclose Confidential Information only In no event shall the Seller be deemed by virtue hereof to its employees have acquired any right or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in or to the Confidential Information. Contractor will notify The Seller agrees that for a period of five (5) years following the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration date of this Agreement, Contractor it will promptly (a) return use its best efforts to maintain the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach confidentiality of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawConfidential Information.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by For purposes of this Agreement, "Confidential Information" shall be deemed to include all information and (materials with respect to the Companies, including, but not limited to, all proprietary information, specifications, models, diagrams, flow charts, videotapes, audio tapes, forms, data structures, graphics, other original works of authorship, product plans, technologies, formulas, trade secrets, trade names or proposed trade names, knowhow, ideas, marketing materials, lists of potential or actual customers, contracts, pricing information, financial information, business plans and strategies, and other financial and intellectual property with respect to the Companies. Except as authorized in writing by the Buyer, the Seller shall not disclose, communicate, publish or use for the benefit of itself or any third party any Confidential Information received, acquired, or obtained with respect to the Companies. The Seller also agrees that: a) the Confidential Information will be held in confidence by the Seller using the same degree of care, but no less than a reasonable degree of care, as the Seller uses to protect its own confidential information of a like nature; b) it will take such steps as may be reasonably necessary to prevent disclosure of the Confidential Information to others; and c) refrain from disclosing or permitting others in the event the Seller is legally required to disclose any portion of the Confidential Information, the Seller shall promptly notify the Buyer so that the Buyer may take steps to protect its Confidential Information. The obligations of this Section 6 shall terminate with respect to any particular portion of Confidential Information to any which: a) is in the public domain; b) entered the public domain through no fault of the Seller; or c) was rightfully communicated by a third party without obtaining to the JBE’s express prior written consent on a case-by-case basisSeller free of any obligation of confidence. Contractor will disclose Confidential Information only In no event shall the Seller be deemed by virtue hereof to its employees have acquired any right or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in or to the Confidential Information. Contractor will notify The Seller agrees that for a period of five (5) years following the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration date of this Agreement, Contractor it will promptly (a) return use its best efforts to maintain the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach confidentiality of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawConfidential Information.

Confidential Information. During In connection with the Term SecurID Partner Program, Partner may have access to or be exposed to (through the SecurID Partner Communities or other means) Information or other materials, data or information that is not generally known to the public, whether such information is in written, oral, electronic, web site-based, or other forms (collectively, "Confidential Information"). Partner will keep all Confidential Information strictly confidential for a period of three (3) years after the termination of this Agreement, using at least the same degree of care as Partner uses to protect its own confidential information, but no less than reasonable care. Notwithstanding anything to the contrary in this Agreement, Partner’s confidentiality obligations with respect to Personal Information and at all times thereafter, Contractor will: trade secrets of SecurID or any SecurID Affiliate shall never expire. Partner may share Confidential Information with only its employees who have a need to know and who are subject to legally binding obligations of confidentiality no less restrictive than those imposed by this Agreement. These confidentiality obligations do not apply to any Confidential Information that (a) hold all Confidential Information Partner can demonstrate was in strict trust and confidence, Partner’s possession before its receipt from SecurID without any obligation of confidentiality; (b) refrain from using is or permitting others to use Confidential Information in any manner becomes publicly available through no fault of Partner; or for any purpose not expressly permitted by this Agreement, and (c) refrain Partner rightfully received from disclosing a third party without a duty of confidentiality. If Partner is required by a government body or permitting others court of law to disclose any Confidential Information Information, Partner agrees to any third party without obtaining give SecurID reasonable advance notice so that SecurID may contest the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use seek a protective order. Partner acknowledges that damages for improper disclosure of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can may be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE SecurID shall be entitled to appropriate seek equitable relief, without the requirement of posting a bondincluding injunction and preliminary injunction, in addition to its all other remedies available at lawlaw or in equity. Notwithstanding any separate confidentiality agreement Partner may have with SecurID, Partner agrees that information regarding its business with SecurID and information Partner provides to SecurID in connection with the SecurID Partner Program may be accessed and used by SecurID and SecurID Affiliates and their employees and contractors for sales and marketing purpose and for any purpose related to the SecurID Partner Program or the relationship between you and SecurID and may be disclosed to relevant SecurID distributors or resellers, governing body, or your customers or end-users for the purposes of fulfilling SecurID’s obligations to you and your customers.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) During the Interim Period and, if this Agreement is terminated in accordance with Article VIII, until the expiration of the term under the Non-Disclosure Agreement, the Company shall, and shall cause its respective Representatives to: (i) treat and hold all in strict confidence any Parent Confidential Information; and (ii) not use for any purpose, nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Parent Confidential Information without the Parent’s prior written consent (except for use in strict trust and confidenceconnection with the consummation of the Transactions or the Ancillary Documents, (b) refrain from using performing its obligations under those documents, enforcing its rights under either of those documents, or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by furtherance of its authorized duties on behalf of the Parent). If either during the Interim Period or, if this Agreement is terminated in accordance with Article VIII, until the expiration of the term under the Non-Disclosure Agreement, and (c) refrain from disclosing the Company or permitting others any of its Representatives becomes legally compelled to disclose any Confidential Information Information, then the Company shall provide the Parent to any third party without obtaining the JBEextent legally permitted with prompt written notice of such requirement so that the Parent or an Affiliate of the Parent may seek, at the Parent’s express prior written consent on cost, a case-by-case basisprotective Order or other remedy or waive compliance with this Section 6.16(a). Contractor will disclose If such protective Order or other remedy is not obtained, or the Parent waives compliance with this Section 6.16(a), then the Company shall: (i) furnish only that portion of such Parent Confidential Information only that is legally required to be provided as advised in writing by outside counsel; and (ii) exercise its employees reasonable best efforts to obtain assurances that confidential treatment will be accorded such Parent Confidential Information. Notwithstanding the foregoing, with respect to Parent Confidential Information that constitutes trade secrets under applicable Law or contractors who need has been identified as such to know that information the Company in order writing prior to perform Services hereunder or promptly after its disclosure to the Company or its Representatives, such covenants shall apply for as long as such Parent Confidential Information constitutes a trade secret under applicable Law and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of continues to constitute Parent Confidential Information under this Agreement. Contractor will protect the All Confidential Information from unauthorized usedisclosed by the Parent shall be and shall remain the property of the Parent. If (x) the Parent, accessin its sole discretion, requires in writing at any time or disclosure in (y) this Agreement is terminated and the same manner as Contractor protects its own confidential or proprietary information of a similar natureTransactions are not consummated, then the Company shall, and with no less than shall cause its Representatives to, promptly deliver to the greater Parent or destroy (at the Parent’s election) all copies (in whatever form or medium) of reasonable care Parent Confidential Information and industry-standard care. The JBE owns destroy all rightnotes, title memoranda, summaries, analyses, compilations and interest in the other writings related to or based on Parent Confidential Information. Contractor will notify Notwithstanding the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligationsforegoing, the JBE Company and its Representatives shall be entitled to appropriate equitable relief, without keep any records required by applicable Law or bona fide record retention policies. Any Parent Confidential Information that is not returned or destroyed shall remain subject to the requirement of posting a bond, confidentiality obligations set forth in addition to its other remedies at lawthis Agreement.

Confidential Information. During SomaLogic shall hold in confidence, and use only for the Term performance of the Services, the Assay Data and at all times thereafterany non-public information provided by Client in connection with the Services (“Confidential Information”). The terms and conditions of this Agreement shall be Confidential Information. Notwithstanding the foregoing sentence, Contractor willConfidential Information does not include information that: (a) hold all Confidential Information is disclosed to SomaLogic by a third party who had a bona fide right to make such disclosure without breaching any confidentiality obligations , as evidenced by its written records kept in strict trust and confidence, the ordinary course of business; (b) refrain from using is or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by becomes publicly available other than through SomaLogic’s breach of this Agreement, and ; or (c) refrain from disclosing is already known to SomaLogic at the time of disclosure by Client, as evidenced by written records kept in the ordinary course of business or permitting others by proof of actual use thereof; or (d) is subsequently independently developed by SomaLogic without use of or reference to Confidential Information, as evidenced by written records kept in the ordinary course of business. SomaLogic has a right to disclose any Confidential Information solely to any third party the extent necessary to enforce its rights under this Agreement or to the extent required by Applicable Law or a judicial order, if and to the extent permitted by Applicable Law, SomaLogic first promptly notifies Client of the required disclosure in writing and reasonably cooperates with Client, at Client’s written request and expense, to avoid or limit the disclosure, including by seeking a protective order. Upon Client’s written request, SomaLogic will return or destroy or render otherwise unrecoverable Confidential Information and, in the case of destruction or rendering unrecoverable, will certify that it has destroyed or rendered unrecoverable the same. Notwithstanding the foregoing sentence, the obligation to return or destroy or render unrecoverable Confidential Information does not include Confidential Information that is maintained on routine computer system backup tapes, disks, or other backup storage devices so long as the backup Confidential Information is not accessed, used, disclosed, copied, or recovered from the backup devices without obtaining the JBE’s express prior written consent of Client. The maintenance of Confidential Information on a case-by-case basiscomputer systems, servers, backup tapes, disks, or other storage devices will not otherwise alter or affect the confidential nature of the Confidential Information. Contractor will SomaLogic may disclose Confidential Information only to its employees or contractors personnel, Affiliates and service providers who have a need to know that information in order to perform Services hereunder such Confidential Information for the purposes of this Agreement and who are under a duty of confidentiality to SomaLogic that is not less restrictive than its duty of confidentiality under this Section 4.2. SomaLogic shall enlist or use the services only of personnel who have executed a confidentiality agreement affirmative, present, and continuing obligations, consistent with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of SomaLogic’s obligations under this Agreement, to maintain the confidentiality of Confidential Information made available to such personnel. Contractor will SomaLogic shall protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor that it protects its own confidential or and proprietary information of a similar nature, and nature or importance but in no event with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can SomaLogic shall be no adequate remedy at law responsible for any breach of Contractor’s obligations under the terms or conditions of this sectionSection 4.2 by any of its personnel, that any such breach will likely result in irreparable harm, Affiliates and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawservice Providers.

Confidential Information. During Executive acknowledges that in the Term course of performing services for WPX and at its Affiliates, Executive may create (alone or with others), learn of, have access to, or receive Confidential Information. Executive recognizes that all times thereafter, Contractor will: (a) hold all such Confidential Information in strict trust is the sole and confidenceexclusive property of WPX and its Affiliates or of third parties to which WPX or an Affiliate owes a duty of confidentiality, (b) refrain from using or permitting others that it is WPX’s policy to use safeguard and keep confidential all such Confidential Information, and that disclosure of Confidential Information to an unauthorized third party would cause irreparable damage to WPX and its Affiliates. Executive agrees that, except as required by the duties of Executive’s employment with WPX or any of its Affiliates and except in any manner connection with enforcing Executive’s rights under this Agreement or for any purpose not expressly permitted if compelled by this Agreementa court or governmental agency, and (c) refrain from disclosing in each case provided that prior written notice is given to WPX, Executive will not, without the written consent of WPX, willfully disseminate or permitting others to disclose otherwise disclose, directly or indirectly, any Confidential Information disclosed to Executive or otherwise obtained by Executive during his employment with WPX or its Affiliates, and will take all necessary precautions to prevent disclosure, to any third party without obtaining the JBE’s express prior written consent on a case-unauthorized individual or entity (whether or not such individual or entity is employed or engaged by-case basis. Contractor , or is otherwise affiliated with, WPX or any Affiliate), and will disclose Confidential Information only to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect use the Confidential Information from unauthorized use, access, or disclosure in solely for the same manner benefit of WPX and its Affiliates and will not use the Confidential Information for the benefit of any other Person nor permit its use for the benefit of Executive. These obligations shall continue during and after the termination of Executive’s employment for any reason and for so long as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information remains Confidential Information. Contractor will notify For the JBE promptly upon learning avoidance of doubt, nothing in the foregoing shall preclude Executive from disclosing Confidential Information for purposes of reporting a possible violation of state or federal law to a relevant law enforcement agency, including, without limitation, to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934 or any unauthorized similar provision of applicable state or federal law and the rules and regulations promulgated thereunder. Furthermore, Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure or use of Confidential Information and will cooperate fully with or a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the JBE to protect such purpose of reporting or investigating a suspected violation of law. Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of Confidential Information. Upon the JBE’s request and upon any termination Information or expiration of this Agreement, Contractor will promptly (a) return to the JBE ora trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if so directed such filing is made under seal. If Executive files a lawsuit for retaliation by WPX for reporting a suspected violation of law he may disclose the JBE, destroy all Confidential Information (or trade secret to his attorney and use the Confidential Information or trade secret information in every form the court proceeding, if Executive files any document containing the Confidential Information or trade secret under seal; and medium)does not disclose the trade secret, and (b) certify except pursuant to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawcourt order.

Confidential Information. During Seller shall not, without the Term prior written consent of Purchaser, in any way or manner, make known, divulge or communicate any Confidential Information, or any information concerning Goods specified herein and at all times thereaftermanufactured in accordance with such Confidential Information, Contractor will: to any third party except as provided herein. All Confidential Information remains the sole and exclusive property of Purchaser. Seller will limit dissemination of any such Confidential Information (a) hold all Confidential Information in strict trust within its own organization to individuals whose duties justify the need to know such information and confidence, (b) refrain from using to such subsuppliers and/or subcontractors of Seller, required in Seller’s performance, necessarily requiring any such Confidential Information, and then only provided that there is a clear understanding by such Persons of their obligation to maintain the confidential status of such information and a written agreement to do the same. Seller shall be responsible for any disclosure or permitting others to use misuse of Confidential Information by any Person to whom or to which Seller makes Confidential Information available. Seller shall not employ any Confidential Information for its own use nor for any third party (other than as designated by Purchaser in any manner or writing) nor for any purpose not expressly permitted by whatsoever except in the performance of this AgreementPurchase Order. Seller shall use at least the same degree of care in safeguarding Confidential Information as it uses in safeguarding its own comparable information, and (c) refrain from disclosing or permitting others but in no event less than a reasonable degree of care. If Seller becomes legally compelled to disclose any Confidential Information, Seller may disclose such Confidential Information to any third party without obtaining the JBEextent legally required; provided, however, that Seller shall first notify Purchaser in writing of such requirement so that Purchaser may seek a protective order or similar remedy. Upon request by Purchaser, Seller shall promptly, at Purchaser’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only option and Seller’s expense (i) return to its employees or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns Purchaser all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request retain no copies, and upon any termination (ii) erase or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE confirm in writing that Contractor it has fully complied with done so, in each case to the foregoing obligationsextent requested by Purchaser. Contractor Xxxxxx also agrees to not disclose to Purchaser any information of any type whatsoever which Seller is prohibited, contractually or otherwise, from disclosing. Seller acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this sectionSection may cause immediate and irreparable harm to Purchaser for which money damages would be inadequate and that, that any such breach will likely result in irreparable harmaccordingly, and that upon any breach or threatened breach of the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bondPurchaser may, in addition to its all other remedies at lawremedies, seek injunctive relief for any breach by Seller of this Section without proof of actual damages and without the posting of bond or other security.

Confidential Information. During Recipient may use the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust solely to fulfill its obligations under this Agreement (the “Purpose”) and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose will not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any the Confidential Information to any third party without obtaining party, except as expressly provided herein. Recipient may disclose the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who those having both a need to know that to accomplish the Purpose and an obligation to protect information as required by this Agreement. In addition, Confidential Information of Discloser may also be disclosed to Recipient’s affiliates, subcontractors and agents (provided, in order the case of Vendor’s Confidential Information, they are not competitors to perform Services hereunder Vendor) which, in each case, have a need to know to accomplish the Purpose, and who have executed a confidentiality agreement provided Recipient warrants, and is liable for, such affiliate’s, subcontractor’s and agent’s compliance with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination terms of this Agreement. Contractor will protect the An individual who has seen Discloser’s Confidential Information under this Agreement shall not be precluded from unauthorized use, access, working on projects for the receiving party that relate to similar subject matters whether during or disclosure in after the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration term of this Agreement, Contractor provided that the individual does not use or make reference to the Discloser’s Confidential Information. Recipient’s obligation of confidentiality and restriction on use will promptly not apply to Confidential Information if, and then only to the extent that it is: (a) return known to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and Recipient before receipt from Discloser; (b) certify generally available to the JBE in writing that Contractor has fully complied with public (or becomes so) without the foregoing obligationsfault or negligence of Recipient; (c) rightfully received by Recipient from a third party without a duty of confidentiality; or (d) independently developed by Recipient or its affiliates without any use of Discloser’s Confidential Information. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, All copies and that upon any breach or threatened breach excerpts of the confidentiality obligations, the JBE Confidential Information shall be entitled promptly returned to appropriate equitable reliefDiscloser upon request. Recipient may choose to destroy such copies and excerpts instead of returning them, if Recipient provides Discloser with a written representation to such effect. Nothing herein shall be construed as granting Recipient any rights, express or implied, including without the requirement of posting a bondlimitation any intellectual property rights, in addition Discloser’s Confidential Information, other than the limited right to its other remedies at lawuse it to accomplish the Purpose. The term “Information” or “Confidential “as used in this clause does not include Software (whether or not embodied in Firmware) or Related Documentation for purposes of use. The use of Software and Related Documentation is governed by Article III of this Agreement.

Confidential Information. During Following the Term Closing, Sellers agree to maintain, unless disclosure is required by applicable Law, the confidentiality of any confidential information regarding the Business that is in Sellers’ possession. Sellers hereby further agree, unless disclosure is required by applicable Law, to take all appropriate steps, consistent with Sellers’ past practice, to safeguard such confidential information and at all times thereafterto protect it against disclosure, Contractor will: misuse, espionage, loss and theft. In furtherance and not in limitation of the foregoing, following the Closing, Sellers shall not, unless required by applicable Law, disclose to any Person (a) hold all Confidential Information in strict trust and confidenceany confidential information regarding the Business; provided that confidential information shall not include information that becomes generally available to the public other than as a result of the breach of this Section 8.13 or information not otherwise known by the Sellers that becomes available to any Seller from a Person other than the Purchaser, a current or former employee of any Seller, or a Person known by any Seller to be bound by an obligation of confidentiality to any Seller, or (b) refrain from using any of the discussions or permitting others to use Confidential Information negotiations conducted with the Purchaser in any manner or for any purpose not expressly permitted by connection with this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors who need to know provided that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Sellers shall be entitled to appropriate equitable reliefdisclose (i) any information required to be disclosed by Sellers to the Bankruptcy Court in the Chapter 11 Cases, without (ii) any information required to be disclosed by Sellers pursuant to any applicable Law (including the requirement of posting a bondBankruptcy Code) or (iii) any information to Sellers’ counsel and financial advisor and other Representatives; provided that, in addition each case, such disclosure shall be limited to its other remedies at lawthe information that is so required to be disclosed and the Person(s) to whom such disclosure is required. Notwithstanding anything in this Section 8.13 to the contrary, unless disclosure is required by applicable Law, the confidentiality of any trade secrets of the Business or the Purchaser shall be maintained for so long as such trade secrets continue to be entitled to protection as trade secrets of the Business and the Purchaser, respectively.

Confidential Information. During Advisor and the Term Company acknowledge that the Company's business is highly competitive and at all times thereafterthat the Company may, Contractor will: from time to time, provide Advisor with access to confidential information. Advisor agrees that he will not make any unauthorized disclosure of confidential business information obtained from the Company (a) hold all "Confidential Information"), or make any unauthorized use thereof. However, Advisor shall be permitted to disclose Confidential Information in strict trust and confidenceas is required by law, including deposition or trial testimony pursuant to subpoena, provided that if he is requested or required (bby oral question, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third Information, if reasonably possible under the circumstances as determined in good faith, he will promptly notify the other party without obtaining of such request or requirement so that the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees other party may seek an appropriate protective order or contractors who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement waive compliance with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect In the absence of a protective order or the receipt of a waiver hereunder, or in the good faith determination of Advisor that time is of the essence, Advisor shall obtain legal counsel, and if Advisor and/or his counsel in good faith believe that Advisor is compelled to disclose the Confidential Information from unauthorized useor be exposed to liability for contempt or suffer other censure or penalty, accessAdvisor may disclose only such Confidential Information to the party compelling disclosure as is required by law, as determined by Advisor on advice of counsel. Advisor further agrees that he will cooperate with the Company in its efforts to obtain a protective order or disclosure in the same manner as Contractor protects its own other reliable assurance that confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in treatment will be accorded the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information All reasonable legal fees, costs and will cooperate fully with the JBE expenses incurred by Mr. Xxxxxxxx xx obtaining legal representation pursuant to protect such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s his obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach paragraph shall be paid by the Company. The obligations of the confidentiality obligations, parties set forth in this paragraph 5 shall apply during the JBE term of this Agreement and shall be entitled to appropriate equitable relief, without survive for one year following the requirement termination of posting a bond, in addition to its other remedies at lawthis Agreement for any reason whatsoever.

Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining the JBEJudicial Council’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to its employees or contractors Contractor(ies) who need to know that information in order to perform Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions of this section shall survive the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. The JBE Judicial Council owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Judicial Council promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Judicial Council to protect such Confidential Information. Upon the JBEJudicial Council’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Judicial Council or, if so directed by the JBEJudicial Council, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Judicial Council in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach or threatened breach of the confidentiality obligations, the JBE Judicial Council shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at law.

Confidential Information. During FXRE and ThrillRides each acknowledge and agree that all of the Term Confidential Information is material and at confidential and greatly affects the goodwill and the effective and successful conduct of FXRE, ThrillRides, Kitchen and their respective Affiliates and sublicensees, and FXRE’s, ThrillRides’ and Kitchen’s and their respective Affiliates’ and sublicensees’ respective businesses and operations, and that maintaining confidentiality of the Confidential Information is necessary to protect the legitimate business interests of FXRE, ThrillRides, Kitchen and their respective Affiliates and sublicensees. Accordingly, as a material inducement to enter into this Agreement, FXRE and ThrillRides each hereby agree, unless expressly authorized by the other party, to maintain and receive all times thereafter, Contractor will: (a) hold all such Confidential Information in strict trust confidence and confidencethat neither it nor any of its Representatives or subcontractors shall, (b) refrain from using at any time, directly or permitting others to use Confidential Information in any manner indirectly, divulge, reveal or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose communicate any Confidential Information to any third party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Person whatsoever, or use, pursue or exploit any Confidential Information only for its own benefit or for the benefit of others. FXRE and ThrillRides each agree that neither it nor any of its Representatives or subcontractors will infringe any of FXRE’s, ThrillRides’ or Kitchen’s or their respective Affiliates’ or sublicensees’ intellectual property or other rights in said Confidential Information, and acknowledges that nothing herein shall be construed as expressly or impliedly granting a license or right to its employees use said Confidential Information except for the specific purposes set forth herein or contractors who need to know that information in order to perform Services hereunder the License Agreement. FXRE and who have executed a ThrillRides shall each disclose and enforce in writing the proprietary rights and confidentiality agreement with Contractor at least as protective as the provisions of this section. The provisions Agreement with all of this section shall survive the expiration or termination of this Agreement. Contractor will protect the their respective Representatives and subcontractors who have access to Confidential Information from unauthorized useor who will perform Services hereunder. Notwithstanding anything to the contrary set forth above in this Section 5.2, accessso long as any third Person to whom any disclosure is made executes an appropriate confidentiality agreement, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar natureFXRE and ThrillRides, and with no less than the greater of reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of their respective Representatives are authorized to disclose such Confidential Information and will cooperate fully with the JBE to protect actual or prospective buyers, lessees, operators, Providers or such Confidential Information. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return other third Persons as shall be reasonably necessary for either party to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy at law for any breach of Contractor’s perform its obligations under this section, that any such breach will likely result in irreparable harm, and that upon any breach Agreement or threatened breach of under the confidentiality obligations, the JBE shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to its other remedies at lawLicense Agreement.