Common use of Confidentiality Obligation Clause in Contracts

Confidentiality Obligation. For a period commencing on this date and ending on the tenth (10th) anniversary after the termination of the Agreement, the Receiving Party shall treat as confidential all of the Disclosing Party's Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.

Confidentiality Obligation. For The Receiving Party shall keep such Confidential Information in strict confidence, and except as provided in Section 15.1, shall not be entitled to disclose the Disclosing Party’s Confidential Information to anyone other than its own full-time employees who have a period commencing on this date bona fide need to know for the sole and ending on limited purpose of assisting the tenth (10th) anniversary after Receiving Party in performing its license grant hereunder, but only if such employees have first executed a binding and enforceable agreement with the termination Receiving Party which requires them to treat such Confidential Information only in the same manner as the Receiving Party is obligated to do so hereunder. The Receiving Party agrees to enforce such agreements to the fullest extent that the law will permit, and shall be responsible and liable to the Disclosing Party for any breach of the Agreementsame, whether or not such individuals are employees of the Receiving Party at the time of such breach. On the Disclosing Party’s request, the Receiving Party shall treat as confidential provide the Disclosing Party with the names of all of past and present employees, who had access to the Disclosing Party's ’s Confidential Information. Receiving Party’s non-disclosure obligations shall endure with respect to each item of Confidential Information and for so long as that item does not fall within any of the exemptions set forth in Section 15.1 (a)-(d) above. However, the exemption of any given item of Confidential Information shall not affect any other item(s) of Confidential Information unless and until such other item(s) is likewise exempted. Receiving Party shall only be entitled to use the Disclosing Party’s Confidential Information for the express and limited purpose of performing and exercising its license grant hereunder, but subject to the Receiving Party’s non-disclosure obligations. It is contemplated that the Parties will need to disclose certain information obtained from the other Party to customers and potential customers for purposes of marketing, selling, supporting, and otherwise commercializing the Covered Products pursuant to this Agreement. The Parties agree that such information may be disclosed to customers or potential customers as is reasonably necessary for the marketing, selling, supporting and commercializing of the Covered Products, only if such information is disclosed pursuant to an appropriate non-disclosure agreement with such customer or potential customer that requires them to treat such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of in a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply manner consistent with the confidentiality provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunderherein.

Confidentiality Obligation. For a period commencing on this date and ending on the tenth (10th) anniversary after the termination of the Agreement, the Receiving Party shall treat as confidential all of the Disclosing Party's Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Partiesthird parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its AffiliatesGroup, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates Group and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates Group has written agreements pursuant to which such contract research organization is performing or will perform work under a Project project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates Group that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its AffiliatesGroup. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer engineer, or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.

Confidentiality Obligation. For a period commencing on this date and ending on the tenth (10th) anniversary after the termination of the Agreement, the Receiving Party shall treat as confidential all of the Disclosing Party's ’s Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "“need to know" ” who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its AffiliatesGroup, the term "“employees or contractors of a Receiving Party" ” shall include employees of each of those of BDI Pharmaceuticals, its Affiliates Group and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates Group has written agreements pursuant to which such contract research organization is performing or will perform work under a Project project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates Group that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its AffiliatesGroup. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer engineer, or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.

Confidentiality Obligation. For a period commencing on this date and ending on the tenth (10th) anniversary after the termination of the this Agreement, the Receiving Party shall treat as confidential all of the Disclosing Party's ’s Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "“need to know" ” who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "“employees or contractors of a Receiving Party" ” shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project the Development Plan or Commercialization Plan and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.

Confidentiality Obligation. For a period commencing on this date Except as otherwise expressly agreed in writing by the other Party, and ending on except as otherwise agreed in Sections 29.02 and 29.03, each receiving Party shall, and shall cause its Representatives to, (a) keep strictly confidential and take reasonable precautions to protect against the tenth disclosure of all Confidential Information, and (10thb) anniversary after the termination of the Agreement, the Receiving Party shall treat as confidential use all of the Disclosing Party's Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than solely for the purposes set forth herein, except as expressly otherwise permitted of performing its obligations under this Agreement. Without limiting the foregoingAgreement and not for any other purpose; provided, the Receiving a Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such may disclose Confidential Information to Third Parties. The those of its Representatives who need to know such information for the purposes of performing the receiving Party’s obligations under this Agreement if, but only if, prior to being given access to Confidential Information may be disclosed only to employees or contractors Information, such Representatives are informed of the Receiving Party confidentiality thereof and the requirements of this Agreement and are directed to comply with a "need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, howeverrequirements of this Agreement and, in the case of BDI Pharmaceuticals Representatives of Seller engaged wholly or in part in the purchase and its Affiliatessale of electrical power or natural gas, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which only if such contract research organization is Representatives are directly engaged in performing or Seller’s obligations under this Agreement. Each Party will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable be responsible for any breach of this Agreement by its employees Representatives. Permitted Disclosures. SCE may disclose Confidential Information to the Independent Evaluator. SCE and the Independent Evaluator may disclose Confidential Information to duly authorized regulatory and governmental agencies or entities, including the FERC, CPUC and all divisions thereof, and the CAISO, SCE’s Procurement Review Group (the “PRG”), a group of non-market participants including members of the CPUC, and SCE’s Cost Allocation Mechanism Group (“CAM”), and other governmental agencies and consumer groups established by the CPUC in Decision 00-00-000. Neither SCE nor the Independent Evaluator shall have any liability whatsoever to Seller in the event of any unauthorized use or disclosure by a regulatory or governmental agency or entity including without limitation the FERC, the CPUC and all divisions thereof, the PRG, CAM or the CAISO of any Confidential Information or other information disclosed to any of them by SCE or the Independent Evaluator. SCE and the Independent Evaluator may also disclose Confidential Information to any Governmental Authority or to any third party to the extent necessary to comply with any Applicable Laws, and any applicable regulation, decision, rule, subpoena or order of the CPUC, CEC, FERC, any administrative agency, legislative body or other tribunal (other than those confidentiality obligations entities set forth in Section 29.02(c)), any exchange, Control Area or CAISO rule, or any discovery or data request of a party to BDI Pharmaceuticals or its Affiliatesany proceeding pending before any of the foregoing. The Receiving Parties may disclose Confidential Information to the extent necessary to comply with any subpoena or order of court or judicial entity having jurisdiction over the disclosing Party (other than those entities set forth in Section 29.02(b)), or in connection with a discovery or data request of a party to any proceeding before any of the foregoing. Buyer may disclose the Product or any applicable portion of the Product, including any amounts of Flexible Capacity and Inflexible Capacity, under this Agreement to any Governmental Authority, the CPUC, the CAISO in order to support its Compliance Showings, if applicable, and Seller may disclose the transfer of the Product and the applicable Expected Contract Quantity and any amounts of Flexible Capacity and Inflexible Capacity for each day of each Showing Month during any RA Delivery Period under this Agreement to the SC of each Storage Unit in order for such SC to timely submit accurate Supply Plans; provided, that each disclosing Party shall have appropriate written agreements with use reasonable efforts to limit, to the extent possible, the ability of any such employees applicable Governmental Authority, CAISO, or contract research organizations sufficient SC to comply further disclose such information. In addition, in the event Buyer resells all or any portion of the Product to another party or the Product is to be provided to another party in accordance with Section 1.01(f), Buyer shall be permitted to disclose to the other party to such transaction all such information necessary to effect such transaction. Duty to Seek Protection. In connection with requests or orders to produce Confidential Information protected by this Agreement in the circumstances provided in Section 29.02(c) (by deposition, interrogatories, requests for information or documents, subpoena, order or similar legal process) each Party (i) will promptly notify the other Party of the existence, terms, and circumstances of such requirement(s) so that such other Party may seek an appropriate protective order or waive compliance with the provisions of this Agreement, and (ii) will, and will cause its Representatives to, cooperate fully with such other Party in seeking to limit or prevent such disclosure of such Confidential Information. A Receiving If a Party or its Representatives are, in the written opinion of its legal counsel, and notwithstanding compliance with Section 29.03(a) compelled to make disclosure in response to a requirement described in Section 29.03(a) or stand liable for contempt or suffer other penalty, the compelled person may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling disclose only that portion of the Confidential Information with information of protected by this Agreement which it is legally required to disclose and will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunderdisclosed Confidential Information protected by this Agreement.

Confidentiality Obligation. For a period commencing on this date and ending on the tenth (10th) anniversary after the termination of the Agreement, the Receiving Party shall treat as confidential all of the Disclosing Party's ’s Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "“need to know" ” who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "“employees or contractors of a Receiving Party" ” shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.

Confidentiality Obligation. For With respect to Confidential Information, the Party receiving Confidential Information from the other Party acknowledges that the disclosing Party is and will remain the sole owner of the disclosing Party’s Confidential Information. During the term of this Agreement and for a period commencing on this date and ending on of five (5) years thereafter, the tenth (10th) anniversary after receiving Party will take all commercially reasonable precautions to protect the termination confidentiality of the Agreementdisclosing Party’s Confidential Information, the Receiving Party shall treat as confidential all and will not disclose or use any of the Disclosing disclosing Party's ’s Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted necessary to exercise its rights or perform its obligations under this Agreement. Without limiting the foregoingEach receiving Party may disclose Confidential Information to its employees, the Receiving Party shall use the same degree of care accountants, lawyers, bankers, agents or other representatives who have a need to know such Confidential Information and means that it utilizes who are obligated to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure confidentiality of such Confidential Information under terms substantially similar to Third Partiesor more stringent than those set forth in this Article VI or otherwise in conjunction with the preparation and filing of any information reasonably required to be filed in accordance with the laws or regulations of a bona fide government agency, commission or other administrative body. Each receiving Party may also disclose Confidential Information to its Affiliates, provided that the receiving Party will be responsible ensuring that any Affiliate receiving the disclosing Party’s Confidential Information complies with the receiving Party’s confidentiality obligations hereunder. Each receiving Party may disclose Confidential Information to a governmental authority or by order of a court of competent jurisdiction or otherwise as required by law, provided that the disclosure is subject to all applicable governmental or judicial protection available for like material and reasonable advance notice is given to the disclosing Party. The obligations of non-disclosure and non-use hereunder will not apply to information that (a) was known to the receiving Party at the time it was disclosed, other than by previous disclosure by the disclosing Party, as evidenced by the receiving Party’s written records at the time of disclosure, (b) is at the time of disclosure or later becomes publicly known under circumstances involving no breach of this Agreement, (c) is lawfully and in good faith made available to the receiving Party by a Third Party that did not derive it, directly or indirectly, from the disclosing Party or (d) was independently discovered or developed by or on behalf of the receiving Party without the use of any Confidential Information may be disclosed only to employees or contractors of the Receiving disclosing Party. Each Party with a "need to know" who agrees that the terms of this Agreement are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunderother Party.

Confidentiality Obligation. For a period commencing on this date and ending on the tenth (10th) anniversary after the termination In consideration of the Agreementdisclosure Confidential Information, the The Receiving Party shall treat as is obliged to keep them confidential all and ensure their protection to an extent at least equal to the level of the Disclosing Party's Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that protection at which it utilizes to protect protects its own information of a similar natureConfidential Information, but in any event not less than reasonable care and meansjustified in the given circumstances, to prevent the unauthorized in particular to: not make any use or the disclosure whatsoever of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except other than the purpose for which Confidential Information has been disclosed; not disclose Confidential Information until official and written consent of Disclosing Party is granted; provide security of Confidential Information, as set forth herein; provided, howeverwell as to protect them from theft or unauthorised access, in particular to establish all technical, IT and organisational securities; inform the Disclosing Party on any case of BDI Pharmaceuticals and its Affiliates, the term "employees infringement of obligations arising from this agreement or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling other disclosure of the Confidential Information immediately, not later than 24 (say: twenty-four) hours form the moment of infringement; inform the Disclosing Party on any case of demand to reveal any of the Confidential Information originating from the court or administrative authority, before such disclosure of Confidential information immediately, not later than 24 (say: twenty-four) hours form the moment such demand is expressed. In case of delivery to the Receiving Party of a demand stipulated in clause 1 point f, the Receiving Party is obliged, regardless of action described therein, to: apply the utmost care to fully inform the Disclosing Party of the circumstances under which the Confidential Information is to be disclosed and the extent of the Confidential Information to be disclosed; agree with information the Disclosing Party actions, which shall be performed to avoid or limit the disclosure of Confidential Information and to take such action if they do not adversely affect the Disclosing Party. Should the Receiving Party is not able, prior to the disclosure of Confidential Information, to satisfy obligations set forth in the preceding paragraphs, the Receiving Party shall not affect be obliged to inform the confidential nature or ownership Disclosing Party immediately, no later than 24 (say: twenty-four) hours after the disclosure of Confidential Information, of the same circumstances of disclosure of Confidential Information, as stated hereunderwell as Confidential Information that has been disclosed and its scope. Receiving Party is authorised to pass Confidential Information to its employees, co-workers and advisors, for the purposes of performing legal and financial auditing (due diligence) of Disclosing Party. Receiving Party is obliged to ensure, that any third persons, whom it would disclose Confidential Information, will protect these information properly and will commit to not disclose those information to any third person. Receiving Party is liable for actions and omissions of all persons, whom it disclosed Confidential Information as for its own actions and omissions, on a risk basis.

Confidentiality Obligation. For a period commencing on Each party acknowledges that, in -------------------------- the course of performing its duties under this date and ending on the tenth (10th) anniversary after the termination of the Agreement, it may receive information relating to the Receiving Party other party which the receiving party knows, or has reason to know is of a confidential and/or proprietary nature ("Confidential Information"). Such Confidential Information may include, but is not limited to, the terms and conditions of this Agreement, minimum price guidelines, future product releases, trade secrets, know-how, inventions, techniques, processes, programs, schematics, software, data, pricing and discount schedules, customer lists, financial information and business, sales and marketing plans. To be treated as Confidential Information, information disclosed in written form must be marked "Confidential" at the time of disclosure or, if disclosed orally, must be designated as "Confidential". Any information relating to Trio Code shall treat be treated as confidential all of the Disclosing PartyCompany's Confidential Information unless Xxxxxxx.xxx exercises the Option to Purchase, in which event such information shall be deemed to be Xxxxxxx.xxx's Confidential Information, without the necessity of being marked as "Confidential". The receiving party shall at all times both during the term of this Agreement and shall all times thereafter (a) take the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in any event no less than reasonable care) in order to protect the confidentiality of, and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information, and (b) not use such Confidential Information for any purpose whatsoever purposes other than as may be reasonably necessary for the purposes set forth herein, except as expressly otherwise permitted under this Agreementperformance of its duties or enjoyment of its rights hereunder. Without limiting the foregoing, the Receiving Party The receiving party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in not disclose any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information any person or entity other than to the receiving party's employees or consultants as may be disclosed only to employees reasonably necessary for purposes of performing its duties or contractors enjoyment of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth hereinits rights hereunder; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates provided that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling consultants have first entered into agreements at least as protective of the Confidential Information with information as the terms and conditions of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunderthis Section 6 ("Confidential Information"). *CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

Confidentiality Obligation. For a period commencing on this date and ending on the tenth (10th) anniversary after the termination In connection with Recipient's evaluation of the Properties and the Transaction, Company or its Representatives may disclose to Recipient and its Representatives certain Information pursuant to this Agreement. In consideration of any disclosure of Information, Recipient shall, except as otherwise provided in Sections 4 and 5 of this Agreement: treat the Receiving Party shall treat Information as confidential all of the Disclosing Party's Confidential Information strictly confidential, and shall not sell, trade, publish or otherwise disclose the Information to anyone in any manner whatsoever, including by means of photocopy, reproduction or electronic media, without Company's prior written consent; not use such Confidential the Information for any purpose whatsoever other than for in connection with the purposes set forth hereinTransaction; and not disclose the fact that: (i) Information exists or has been made available to Recipient, except as expressly otherwise permitted under (ii) Company or Recipient is performing the Transaction, or (iii) discussions or negotiations are taking or have taken place between Company and Recipient and Recipient’s Affiliates concerning the Transaction, or the content of any such discussions or negotiations. Company understands and acknowledges that Recipient and its Representatives are actively engaged in the business of oil and natural gas exploration, development and operations, and Recipient may have current operations in the vicinity of the Properties. Notwithstanding any other provision in this Agreement, the Parties understand and agree that Recipient or its Representatives who review the Information provided hereunder may now or in the future be working on other projects in the area and may retain mental impressions of such Information. The use of such mental impressions is not prohibited by this Agreement. Without limiting Company agrees that neither Recipient nor its Representative shall be precluded by the foregoingterms of this Agreement from working on or acquiring interests in any properties solely because of such retained mental impressions. Notwithstanding anything to the contrary contained therein, for a period of two (2) years from the Receiving Party date of this Agreement, Recipient and its Representatives shall not acquire or caused to be acquired for their or anyone’s benefit (whether by use the same degree of care and means that it utilizes to protect its own information of a broker or otherwise), directly or indirectly, any lease, farmin, pooled interest, top lease, lease extension or lease option (or any other similar nature, but in instrument or agreement) on any event not less than reasonable care and means, to prevent mineral or leasehold interest within the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors geographic area of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth hereinProperties; provided, however, (i) if any such rights in the case area of BDI Pharmaceuticals and its Affiliatesthe Properties are acquired by merger, the term "employees acquisition of stock or contractors acquisition of a Receiving Party" broader asset package then such acquisition shall include employees be free of each the restrictions of those this paragraph, and (ii) if any such acquisition of BDI Pharmaceuticalsrights in the area of the Properties is within a governmental section that Recipient currently owns oil and gas rights then such acquisition shall be free of the restrictions of this paragraph. If Recipient acquires any rights in violation of this paragraph, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party it shall have appropriate written agreements with any such employees or contract research organizations sufficient the duty to comply with the provisions of this Agreement. A Receiving Party may not alterimmediately notify Discloser in writing, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling Company shall have the right to acquire such interest from Recipient, or Recipient shall, at the written request of the Confidential Information with information Company, release such interest of record. Without limiting the generality of the Receiving Party foregoing, in no event shall not affect Information be utilized in any legal, administrative, governmental or other proceeding by the confidential nature Recipient (or ownership of the same as stated hereunderany party claiming by through or under Recipient) against Company.

Confidentiality Obligation. For a period commencing on this date and ending on Recipient agrees that the tenth (10th) anniversary after the termination of the Agreement, the Receiving Party shall treat as confidential all of the Disclosing Party's Confidential Information is to be considered confidential and proprietary to DIRBOS and Recipient shall hold the same in confidence, shall not use such the Confidential Information for any purpose whatsoever other than for the purposes set forth hereinPurpose above, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party and shall use the same degree of care and means that disclose it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees its officers, directors, employees, financial or contractors of legal advisors necessary to fulfill the Receiving Party Purpose, with a "specific need to know" who , and that are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation this Agreement or other obligations of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliatesat least as restrictive. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may Recipient will not alterdisclose, decompile, disassemble, reverse engineer publish or otherwise modify reveal any Confidential Information received hereunder and the mingling of the Confidential Information received from DIRBOS to any other party except with information prior written authorization of DIRBOS. Nothing herein shall require DIRBOS to disclose any of its Confidential Information. Further, Recipient will not disclose the business relationship or its dealings with DIRBOS, including the name of DIRBOS, except as approve in writing by DIRBOS. The obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, or by the rejection of any agreement between DIRBOS and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the Receiving Party shall not affect foregoing under local law. If disclosure of Confidential Information is demanded by subpoena or other validly issued judicial or administrative process, the confidential nature or ownership of Recipient shall: (i) promptly notify DIRBOS to enable DIRBOS to defend any such demand, (ii) cooperate with DIRBOS in opposing said demand (at DIRBOS’s expense), and (iii) only disclose the same as stated hereunderrequested Confidential Information to the extent required by law and after notification to DIRBOS.

Confidentiality Obligation. For a period commencing on this date and ending on “Confidential Information” means any information or data disclosed or made available prior to the tenth Effective Date or during the Term by either Party (10ththe “Disclosing Party”) anniversary after to the termination other Party (the “Receiving Party”) that is either marked or identified in writing within thirty (30) days of the Agreement, the Receiving Party shall treat disclosure as confidential all or proprietary, provided that information related to a Disclosing Party’s present or future business plans, strategies or technology will be deemed Confidential Information of the Disclosing Party even if not so marked or identified. The Receiving Party will: (a) not use the Disclosing Party's ’s Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than except for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use the same degree exercise of care and means that it utilizes to protect its own information rights or performance of a similar nature, but in any event its obligations hereunder; (b) not less than reasonable care and means, to prevent the unauthorized use or the disclosure of disclose such Confidential Information to Third Parties. The Confidential Information may be disclosed only any third party, other than (i) its employees and consultants who have a “need to employees or contractors of know” for the Receiving Party with a "need to know" who exercise its rights or perform its obligations hereunder and (ii) investors, prospective investors, acquirers, prospective acquirers, and professional advisers; provided that such employees and consultants, investors, prospective investors, acquirers, prospective acquirers and professional advisers are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, howeverbound by agreements or, in the case of BDI Pharmaceuticals professional advisers, ethical duties respecting such Confidential Information in accordance with the terms of this Section 11; and its Affiliates(c) use reasonable measures to protect the confidentiality of such Confidential Information. If the Receiving Party is required by law to make any disclosure of such Confidential Information, the term "employees Receiving Party will first give written notice of such requirement to the Disclosing Party, and will permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation to the Disclosing Party in seeking to obtain such protection. Information will not be deemed Confidential Information hereunder if such information: (1) is known or contractors becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party prior to receipt from the Disclosing Party from a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by source other than one having an obligation of confidence confidentiality to BDI Pharmaceuticals the Disclosing Party; (2) becomes publicly known, except through a breach hereof by the Receiving Party; or its Affiliates that makes such contract research organization liable for any breach (3) is independently developed by its employees the Receiving Party, which can be shown by written evidence. The terms of those this Supply Agreement shall be deemed to be Confidential Information of each Party, and shall be subject to the confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunderset forth herein.

Confidentiality Obligation. For a period commencing on this date and ending on The receiving party agrees to hold the tenth (10th) anniversary after the termination Confidential Information of the Agreement, the Receiving Party shall treat as confidential all of the Disclosing Party's Confidential Information disclosing party in trust and shall confidence and not use to disclose such Confidential Information except (i) to those of its employees (including employees of its Affiliates) who have a need to know such information for any purpose whatsoever other purposes of performing such party’s obligations under this Agreement and who are under an obligation of confidentiality no less restrictive than for the purposes obligations set forth hereinin this Agreement that would apply to such information, except as expressly otherwise permitted (ii) by Curia to third parties who are involved in performing services under this Agreement and who are bound by written confidentiality restrictions no less stringent than those contained in this Agreement, (iii) by either party to Regulatory Authorities in connection with regulatory filings related to the Facilities or to Product Processed under this Agreement or (iv) as otherwise approved by the disclosing party in writing. Without limiting Notwithstanding the foregoingforegoing limitations on disclosure, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of receiving party may disclose such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party disclosing party as the receiving party reasonably determines is required by any law, rule, regulation, order, decision, decree, subpoena or other legal process to be disclosed, including but not limited to the U.S. Securities and Exchange Commission (“SEC or other public disclosure requirements. If such disclosure is required by legal process, rule, regulation (including but not limited to SEC or other public disclosure requirements), order, decision, or decree, the receiving party shall, if legally permitted, notify the disclosing party promptly with a "need copy of such proposed redactions sent to know" who are instructed [***] if sending to Curia and agree not shall provide such opportunity as is reasonable in the circumstances for the disclosing party to disclose object to, or limit, such disclosure and will cooperate with the Confidential Information and not disclosing party in seeking to use prevent or limit such disclosure (i.e., no less than 72 hours unless the Confidential Information for any purposeSEC rules require a shorter timeline), except as set forth herein; providedthat no such act by the disclosing party to object to or limit, howeveror assistance of the receiving party requested by the disclosing party, in shall interfere with, delay or hinder the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality receiving party’s obligations to BDI Pharmaceuticals the SEC or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.other public disclosure requirements.. 11.3

Confidentiality Obligation. For “Confidential Information” shall include any and all information, know-how, data, technical and non-technical materials, designs, concepts, processes, product samples and specifications, financial or business information and other expertise, whether or not patentable, concerning SPONSOR, MINES or the Project and disclosed by either MINES or SPONSOR, or developed as a period commencing on this date and ending on result of performing the tenth PROJECT. Confidential Information shall be clearly marked with the legend, “CONFIDENTIAL INFORMATION” or another appropriate proprietary legend. If disclosed orally, the employee(s) making the disclosure shall be responsible for clearly informing the affected party’s employee(s), in writing within thirty (10th30) anniversary after the termination days, of the Agreement, the Receiving Party shall treat as confidential all nature of the Disclosing Party's information disclosed. Each Party agrees not to share the Confidential Information and shall not use such Confidential Information for of the other Party with any purpose whatsoever other than for the purposes set forth hereinthird party (except Affiliates), except as expressly otherwise permitted under this Agreementprovided herein. Without limiting Notwithstanding the foregoing, the Receiving Party Parties acknowledge that research results obtained hereunder may be disclosed to the public through incorporation into graduate student theses or publication of scholarly articles at MINES’s request (Public Disclosure). MINES shall use furnish the same degree Sponsor with draft copies of care and means that it utilizes to protect its own information of all theses, presentations or scholarly articles incorporating research performed hereunder on a similar naturesemi-annual basis, but in no event shall such manuscripts be provided to the Sponsor later than their date of submission for publication. The Parties shall not disclose any event research information to any third party until such time as the scholarly article containing such information is published or the thesis containing such information is deposited in the Xxxxxx Lakes Library at MINES. However, this confidentiality obligation shall not less than reasonable care and meansrestrict the release of any portion of the research information by the Sponsor that was in the possession of the Sponsor, its employees, or Affiliates, prior to prevent the unauthorized use or the disclosure of such Confidential Information research information to Third Partiesthe Sponsor by MINES, as evidenced by written information. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purposeHowever, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an this confidentiality obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect restrict the confidential nature or ownership release of the same as stated hereunder.any:

Confidentiality Obligation. For a period commencing on this date and ending on Each party that receives Confidential Information (in such capacity the tenth “Receiving Party”) from the other party (10thin such capacity the “Disclosing Party”) anniversary after the termination of the Agreement, the Receiving Party shall treat as confidential all hold such Confidential Information of the Disclosing Party's Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliatesstrict confidence. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient the limited right to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling of use the Confidential Information with information only for the purposes of fulfilling its commitments and obligations to the Disclosing Party under this Agreement and for no other purpose. Except as permitted in the foregoing sentence or by prior written consent of the Disclosing Party, the Receiving Party shall not affect use, disclose or distribute to any person, firm or entity any Confidential Information and shall not permit any person, firm or entity to use, disclose or distribute any Confidential Information; provided that the confidential nature Receiving Party may disclose or ownership distribute such Confidential Information to the following: (i) its officers, employees and directors who have a business need to know such Confidential Information; and (ii) its attorneys, accountants, consultants, agents, independent contractors or professional advisors (the “Receiving Party Agents”) who (y) have a business need to know such Confidential Information and (z) are subject to fiduciary, professional or written obligations of confidentiality substantially similar to, and no less restrictive than, the obligations set forth herein. The Receiving Party shall be responsible for ensuring that the Receiving Party Agents comply with the terms of this Agreement and shall remain ultimately responsible for the use, disclosure or distribution of Confidential Information by the Receiving Party Agents. Any failure by the Receiving Party Agents to comply with the terms hereof shall constitute a material breach of this Agreement by the Receiving Party. Except in connection with the purposes identified above, the Receiving Party shall not copy or otherwise reproduce, or permit to be copied or otherwise reproduced, all or any part of the same as stated hereunder.Disclosing Party’s Confidential Information without the prior written consent of the Disclosing Party. Confidential Information of AssetMark and RUS

Confidentiality Obligation. For Recipient will hold and maintain Discloser’s Confidential Information in strictest confidence for a period commencing on this date and ending on the tenth of three (10th3) anniversary after the termination of the Agreementyears, the Receiving Party shall treat as confidential all of the Disclosing Party's Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use exercising at least the same degree of care and means that it utilizes as Recipient customarily exercises to protect its own information of a similar naturelike information, but in any event not no less than reasonable care care; provided that, with respect to Confidential Information that constitutes a trade secret under applicable law, Recipient agrees to hold and means, to prevent the unauthorized use or the disclosure of maintain such Confidential Information to Third Partiesin strictest confidence until it no longer qualifies as a trade secret under applicable law. The Without the prior written consent of Discloser, Recipient will not use or disclose any portion of the Confidential Information may be disclosed only in any manner whatsoever to employees any person or contractors of the Receiving Party with entity other than its directors, officers, employees, attorneys, agents, legal counsel, or consultants (each a "“Representative”) who reasonably need access to know" who are instructed and agree not to disclose the Confidential Information and not are bound to use the Confidential Information for any purposeprotect its confidentiality. Each Party shall take reasonable steps to ensure compliance with this Agreement by its Representatives, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable be responsible for any breach of this Agreement by its employees of those confidentiality obligations to BDI Pharmaceuticals or its AffiliatesRepresentatives. The Receiving Party Recipient shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompilereverse engineer, disassemble, reverse engineer or otherwise modify decompile any prototypes, software, samples or other elements that embody Discloser’s Confidential Information. Each Party agrees that it and its agents, representatives and employees shall not use, reproduce, distribute or disclose the Information in any way that is detrimental to the other Party. Recipient shall have the right to refuse to accept any of Discloser’s Confidential Information received hereunder and the mingling under this Agreement prior to any disclosure. Recipient shall promptly notify Discloser of the any actual or suspected unauthorized use or disclosure of Discloser’s Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunderwhich Recipient becomes aware.

Confidentiality Obligation. For a period commencing on this date (a) If the Power Producer provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copy righted or trademarked information, and ending on / or technical information regarding the tenth (10th) anniversary after the termination , design, operation and maintenance of the AgreementSystem ("Confidential Information") to Purchaser or, if in the Receiving Party shall treat as confidential all course of performing under the Agreement or negotiating the Agreement Purchaser learns Confidential Information regarding the facilities or plans of the Disclosing Party's Power Producer, Purchaser shall (a) protect the Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use information from disclosure to third parties with the same degree of care and means that it utilizes to protect accorded its own information confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of a similar naturethe Agreement. Notwithstanding the above, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of Purchaser may provide such Confidential Information to Third Parties. The Confidential Information may be disclosed only to its officers, directors, manager, employees or contractors and Affiliates (collectively "Representatives"), in each case whose access is reasonably necessary for purposes of the Receiving Party with a "need Agreement. Each such recipient of Confidential information shall be informed by Purchaser of its confidential nature and shall be directed to know" who are instructed treat such information confidentially and shall agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" abide by these provisions. Purchaser shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization be liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreementprovision by any entity to whom it improperly discloses Confidential Information. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any All Confidential Information received hereunder shall remain the property of the Power Producer and shall be returned to. it after Purchaser's need for it has expired or upon the mingling request of the Power Producer. If the Purchaser provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copy righted or trademarked information, ("Confidential Information") to the Power Producer or, if in the course of performing under the Agreement or negotiating the Agreement the Power Producer learns Confidential Information regarding the facilities Or plans of the Purchaser, the Power Producer shall (a) protect the Confidential Information from disclosure to third parties with information the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Receiving Party Agreement. Notwithstanding the above, the Power Producer may provide such Confidential Information to its officers, directors, managers, employees and Affiliates (collectively, "Representatives"), in each case whose access is reasonably necessary for purposes of the Agreement. Each such recipient of Confidential. Information shall not affect be informed by the Power Producer of its confidential nature or ownership and shall be directed to treat such information confidentially and shall agree to abide by these provisions. The Power Producer shall be liable for any breach, of this provision by any entity to whom it improperly discloses Confidential Information. All Confidential Information shall remain the property of the same as stated hereunderPurchaser and shall be returned to it after the Power Produce's need for it has expired or upon the request of the Purchaser.

Confidentiality Obligation. For a period commencing on this date Recipient will: (a) treat as confidential, and ending on protect the tenth (10th) anniversary after the termination Confidential Information of the AgreementDiscloser from all unauthorized use, the Receiving Party shall treat as confidential all of the Disclosing Party's Confidential Information and shall not disclosure, copying, dissemination or distribution; (b) use such Confidential Information for any purpose whatsoever other than solely for the purposes set forth herein, except as expressly otherwise permitted under of this Agreement. Without limiting the foregoing; (c) not disclose, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar naturedeliver, but in any event not less than reasonable care and meansdistribute, to prevent the unauthorized use display, demonstrate or the disclosure of otherwise make available such Confidential Information to Third Parties. The any employees or other Persons, except those employees and contractors of Recipient (“Representatives”) who (i) need to know such Confidential Information may be disclosed only for the purposes of performing the Recipient’s obligations under this Agreement, (ii) have been informed that such Confidential Information belongs to employees the Discloser, and (iii) have agreed, in a written agreement, to maintain the confidentiality thereof; (d) promptly return and/or destroy all such Confidential Information upon the earlier of Discloser’s request or contractors the expiration or termination of this Agreement (and if such return is impossible as to any portion of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information, then Recipient will promptly permanently destroy such Confidential Information and not certify to use the Discloser that all such Confidential Information, including all copies thereof, has been completely and permanently destroyed); (e) immediately notify Discloser upon discovery of any loss or unauthorized use, disclosure, copying, dissemination or distribution of any such Confidential Information for any purpose, except as set forth hereinand use all reasonable efforts to retrieve such Confidential Information; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may (f) not alter, decompile, disassemble, reverse engineer or otherwise modify any analyze such Confidential Information received hereunder (except as permitted by law); and the mingling of the (g) will not remove or obscure markings (if any) on Confidential Information with information of the Receiving Party shall not affect the indicating its proprietary or confidential nature nature. If any Representative uses, discloses, copies, disseminates or ownership of distributes Confidential Information other than as authorized in this Agreement, Recipient will be liable to Discloser for such use, disclosure, copying, dissemination or distribution to the same as stated hereunderextent that it would have been had the Recipient used, disclosed, copied, disseminated or distributed that Confidential Information.

Confidentiality Obligation. For Each Party (a period commencing on this date and ending on "Recipient") shall keep the tenth (10th) anniversary after the termination Confidential Information of the Agreement, other Party (the Receiving Party shall treat as "Discloser") secret and confidential all of the Disclosing Party's Confidential Information and shall not use such (without the prior written consent of the Discloser) disclose any part of that Confidential Information for to any purpose whatsoever person other than to its employees, officers, directors, agents, service providers, or contractors (the “Authorized Recipients”) who require access to that Confidential Information in order for the purposes set forth herein, except as expressly otherwise permitted Recipient to perform its obligations under this Agreementthese Terms and Conditions or receive the benefit of its rights under these Terms and Conditions. Without limiting Recipient and its Authorized Recipients shall not (without the foregoing, prior written consent of the Receiving Party shall Discloser) use the same degree Confidential Information except for the exclusive purpose of care performing its obligations under these Terms and means that it utilizes Conditions or receiving the benefit of its rights under these Terms and Conditions. Each party shall be responsible for the acts and omissions of its employees, officers, directors, agents, service providers or contractors. This section above shall not apply to: - Any Confidential Information which is or passes into the public domain, other than directly or indirectly as a result of or in connection with any act or default of the Recipient or any of its Authorized Recipients in breach of these Terms and Conditions; - Any Confidential Information held by the Recipient prior to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information by the Discloser to Third Parties. the Recipient; - The use or disclosure of Confidential Information may be disclosed only to employees legally obtained by a third party not prohibited from disclosing such information by a legal, contractual or contractors fiduciary obligation; - Any information independently developed by a Party without the use of the Receiving Party with other Party’s Confidential Information; When disclosure of Confidential Information is required by any applicable legislation or any court or judicial or administrative authority of competent authority, or by any third party data supplier for the proper performance of the Services, the Recipient shall disclose Confidential Information to the aforementioned third parties provided however, that prior to making any such disclosure, the disclosing party promptly notifies the other party of such requirement or request (where allowed by law to do so), and allows the other party the reasonable opportunity to exhaust all reasonable legal and equitable channels for maintaining such information in confidence. When a "need to know" who are instructed and agree not party becomes legally compelled to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; providedout above, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant such party agrees to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates provide only that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling portion of the Confidential Information with information which is legally required provided that the such party obtains assurances that confidential treatment will be afforded to the Confidential Information. This confidentiality obligation shall continue without limitation or termination even after the termination of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunderAgreement and these Terms and Conditions.

Confidentiality Obligation. For With respect to Confidential Information, the Party receiving Confidential Information from the other Party acknowledges that the disclosing Party is and will remain the sole owner of the disclosing Party’s Confidential Information. During the term of this Agreement and for a period commencing on this date and ending on of five (5) years thereafter, the tenth (10th) anniversary after receiving Party will take all commercially reasonable precautions to protect the termination confidentiality of the Agreementdisclosing Party’s Confidential Information, the Receiving Party shall treat as confidential all and will not disclose or use any of the Disclosing disclosing Party's ’s Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted necessary to exercise its rights or perform its obligations under this Agreement. Without limiting the foregoingEach receiving Party may disclose Confidential Information to its employees, the Receiving Party shall use the same degree of care accountants, lawyers, bankers, agents or other representatives who have a need to know such Confidential Information and means that it utilizes who are obligated to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure confidentiality of such Confidential Information under terms substantially similar to Third Partiesor more stringent than those set forth in this Article VI, or otherwise in conjunction with the preparation and filing of any information reasonably required to be filed in accordance with the laws or regulations of a bona fide government agency, commission or other administrative body. Each receiving Party may also disclose Confidential Information to its Affiliates, provided that the receiving Party will be responsible ensuring that any Affiliate receiving the disclosing Party’s Confidential Information complies with the receiving Party’s confidentiality obligations hereunder. Each receiving Party may disclose Confidential Information to a governmental authority or by order of a court of competent jurisdiction or otherwise as required by law, provided that the disclosure is subject to all applicable governmental or judicial protection available for like material and reasonable advance notice is given to the disclosing Party. The obligations of nondisclosure and non-use hereunder will not apply to information that (a) was known to the receiving Party at the time it was disclosed, other than by previous disclosure by the disclosing Party, as evidenced by the receiving Party’s written records at the time of disclosure, (b) is at the time of disclosure or later becomes publicly known under circumstances involving no breach of this Agreement, (c) is lawfully and in good faith made available to the receiving Party by a Third Party that did not derive it, directly or indirectly, from the disclosing Party or (d) was independently discovered or developed by or on behalf of the receiving Party without the use of any Confidential Information may be disclosed only to employees or contractors of the Receiving disclosing Party. Each Party with a "need to know" who agrees that the terms of this Agreement are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunderother Party.

Confidentiality Obligation. For a period commencing on this date and ending on the tenth (10th) anniversary after the termination In consideration of the AgreementDiscloser providing the Disclosee with Confidential Information, the Receiving Party shall treat as confidential Disclosee agrees that it will hold all Confidential Information that it receives in the strictest confidence and will not, without the prior written consent of the Disclosing Party's Discloser, disclose any part of the Confidential Information to any person, firm or corporation other than to such of its directors, officers, employees and external professional advisers who need to know such Confidential Information for the purpose of considering the suitability of the Product (and who shall be informed of the confidential nature of the information), provided that the Disclosee shall be responsible for any breach of this Agreement by any such person. The Disclosee shall employ the same safeguards to keep Confidential Information confidential as it employs to safeguard its own trade secrets and other confidential information. The Disclosee further agrees that it shall use the Confidential Information strictly only for the purpose of considering the suitability of the Product and shall not use such or allow the use of Confidential Information for any purpose whatsoever other than for purposes without the purposes set forth hereinprior written consent of the Discloser. Confidential Information shall not be copied by the Disclosee without the express prior written permission of the Discloser, except for such copies as expressly the Disclosee may reasonably require for our use pursuant to this Agreement. Further, no Confidential Information shall be copied or stored in any externally accessible computer or electronic retrieval system or transmitted in any form or by any means over the Internet or any other non-private network or otherwise permitted under outside the Disclosee’s premises without the express prior written permission of the Discloser. The rights and remedies provided by this Agreement are cumulative and are not exclusive of any rights or remedies provided by law. The Disclosee acknowledges that remedies at law may be inadequate to protect the Discloser against any breach by the Disclosee of this Agreement. Without limiting the foregoingprejudice to any other rights and remedies otherwise available, the Receiving Party Disclosee agrees that the Discloser shall use the same degree of care be entitled to seek injunctive and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, other equitable relief to prevent or mitigate the unauthorized use or the consequences of unauthorised disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information and the Disclosee shall not oppose such application. Upon the written request of the Discloser, the Disclosee shall: promptly surrender to the Discloser all originals and copies of any and all Confidential Information which may be in its possession, whether the Discloser makes express demand for them or not; or certify in writing to the Discloser that, to the best of its knowledge, all originals and copies of any Confidential Information which were used or possessed by the Disclosee have been returned to a designated officer of the Discloser, and shall also promptly return to the Discloser any other Confidential Information which might subsequently turn up in its control or possession, without further request by the Discloser, in each case subject to any obligation to maintain back ups or records or retain information imposed on the Disclosee by any law or competent regulatory body. Nothing contained in this Agreement shall be construed as granting or conferring any rights by licence or otherwise in any Confidential Information, except for the right to use the Confidential Information for any purpose, except as set forth herein; provided, however, strictly in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply accordance with the provisions of this Agreement. A Receiving Party may not alterEach party represents that the execution, decompiledelivery and performance of this Agreement has been duly authorised by such party, disassemble, reverse engineer or otherwise modify any and that the person executing this Agreement on each party’s behalf has the power and authority to do so. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. The Confidential Information received hereunder contemplated herein is being provided without representation or warranty, express or implied, as to its accuracy or completeness and without any responsibility to revise or update. The parties hereto agree and acknowledge that this Agreement does not oblige either of them to enter into or continue any further agreement or business relationship. No failure or delay on the part of any party in exercising any right, power or privilege under this Agreement shall operate as a waiver of such right, power or privilege, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise of it or the exercise of any other right, power or privilege. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute and be one and the mingling same instrument. A person who is not party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This Agreement and all non-contractual obligations relating thereto will be governed by and construed in all respects in accordance with English law and the parties hereto agree to submit to the exclusive jurisdiction of the Confidential Information with information of the Receiving Party shall not affect the confidential nature English courts as regards any claim or ownership of the same as stated hereundermatter arising in relation to this Agreement.

Confidentiality Obligation. For a period commencing on this date Recipient will: (a) treat as confidential, and ending on protect the tenth (10th) anniversary after the termination Confidential Information of the AgreementDiscloser from all unauthorized use, the Receiving Party shall treat as confidential all of the Disclosing Party's Confidential Information and shall not disclosure, copying, dissemination or distribution; (b) use such Confidential Information for any purpose whatsoever other than solely for the purposes set forth herein, except as expressly otherwise permitted under of this Agreement. Without limiting the foregoing; (c) not disclose, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar naturedeliver, but in any event not less than reasonable care and meansdistribute, to prevent the unauthorized use display, demonstrate or the disclosure of otherwise make available such Confidential Information to Third Parties. The any employees or other Persons, except those employees and contractors of Recipient (“Representatives”) who (i) need to know such Confidential Information may be disclosed only for the purposes of performing the Recipient’s obligations under this Agreement, (ii) have been informed that such Confidential Information belongs to employees the Discloser, and (iii) have agreed, in a written agreement, to maintain the confidentiality thereof; (d) promptly return and/or destroy all such Confidential Information upon the earlier of Discloser’s request or contractors the expiration or termination of this Agreement (and if such return is impossible as to any portion of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information, then Recipient will promptly permanently destroy such Confidential Information and not certify to use the Discloser that all such Confidential Information, including all copies thereof, has been completely and permanently destroyed); (e) immediately notify Discloser upon discovery of any loss or unauthorized use, disclosure, copying, dissemination or distribution of any such Confidential Information for any purpose, except as set forth hereinand use all reasonable efforts to retrieve such Confidential Information; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may (f) not alter, decompile, disassemble, reverse engineer or otherwise modify any analyze such Confidential Information received hereunder and the mingling of the (except as permitted by law); and, (g) will not remove or obscure markings (if any) on Confidential Information with information of the Receiving Party shall not affect the indicating its proprietary or confidential nature nature. If any Representative uses, discloses, copies, disseminates or ownership of distributes Confidential Information other than as authorized in this Agreement, Recipient will be liable to Discloser for such use, disclosure, copying, dissemination or distribution to the same as stated hereunderextent that it would have been had the Recipient used, disclosed, copied, disseminated or distributed that Confidential Information.

Confidentiality Obligation. For a period commencing on this date If the Power Producer provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copy righted or trademarked information, and ending on / or technical information regarding the tenth (10th) anniversary after the termination , design, operation and maintenance of the AgreementSystem ("Confidential Information") to Purchaser or, if in the Receiving Party shall treat as confidential all course of performing under the Agreement or negotiating the Agreement Purchaser learns Confidential Information regarding the facilities or plans of the Disclosing Party's Power Producer, Purchaser shall (a) protect the Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use information from disclosure to third parties with the same degree of care and means that it utilizes to protect accorded its own information confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of a similar naturethe Agreement. Notwithstanding the above, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of Purchaser may provide such Confidential Information to Third Parties. The Confidential Information may be disclosed only to its officers, directors, manager, employees or contractors and Affiliates (collectively "Representatives"), in each case whose access is reasonably necessary for purposes of the Receiving Party with a "need Agreement. Each such recipient of confidential information shall be informed by Purchaser of its confidential nature and shall be directed to know" who are instructed treat such information confidentially and shall agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" abide by these provisions. Purchaser shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization be liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreementprovision by any entity to whom it improperly discloses Confidential Information. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any All Confidential Information received hereunder shall remain the property of the Power Producer and shall be returned to. It after Purchaser's need for it has expired or upon the mingling request of the Power Producer. If the Purchaser provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copy righted or trademarked information, ("Confidential Information") to the Power Producer or, if in the course of performing under the Agreement or negotiating the Agreement the Power Producer learns Confidential Information regarding the facilities Or plans of the Purchaser, the Power Producer shall (a) protect the Confidential Information from disclosure to third parties with information the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of the Receiving Party Agreement. Notwithstanding the above, the Power Producer may provide such Confidential Information to its officers, directors, managers, employees and Affiliates (collectively, "Representatives"), in each case whose access is reasonably necessary for purposes of the Agreement. Each such recipient of Confidential. Information shall not affect be informed by the Power Producer of its confidential nature or ownership and shall be directed to treat such information confidentially and shall agree to abide by these provisions. The Power Producer shall be liable for any breach, of this provision by any entity to whom it improperly discloses Confidential Information. All Confidential Information shall remain the property of the same as stated hereunderPurchaser and shall be returned to it after the Power Producer's need for it has expired or upon the request of the Purchaser.

Confidentiality Obligation. For a period commencing on Each party acknowledges that, in the -------------------------- course of performing its duties under this date and ending on the tenth (10th) anniversary after the termination of the Agreement, it may receive information relating to the Receiving Party other party which the receiving party knows, or has reason to know is of a confidential and/or proprietary nature ("Confidential Information"). Such Confidential Information may include, but is not limited to, the terms and conditions of this Agreement, minimum price guidelines, future product releases, trade secrets, know-how, inventions, techniques, processes, programs, schematics, software, data, pricing and discount schedules, customer lists, financial information and business, sales and marketing plans. To be treated as Confidential Information, information disclosed in written form must be marked "Confidential" at the time of disclosure or, if disclosed orally, must be designated as "Confidential". Any information relating to Trio Code shall treat be treated as confidential all of the Disclosing PartyCompany's Confidential Information unless Xxxxxxx.xxx exercises the Option to Purchase, in which event such information shall be deemed to be Xxxxxxx.xxx's Confidential Information, without the necessity of being marked as "Confidential". The receiving party shall at all times both during the term of this Agreement and shall all times thereafter (a) take the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in any event no less than reasonable care) in order to protect the confidentiality of, and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information, and (b) not use such Confidential Information for any purpose whatsoever purposes other than as may be reasonably necessary for the purposes set forth herein, except as expressly otherwise permitted under this Agreementperformance of its duties or enjoyment of its rights hereunder. Without limiting the foregoing, the Receiving Party The receiving party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in not disclose any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information any person or entity other than to the receiving party's employees or consultants as may be disclosed only to employees reasonably necessary for purposes of performing its duties or contractors enjoyment of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth hereinits rights hereunder; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates provided that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling consultants have first entered into agreements at least as protective of the Confidential Information with information as the terms and conditions of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunderthis Section 6 ("Confidential Information").

Confidentiality Obligation. For a period commencing on this date (a) If the Power Producer provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copy righted or trademarked information, and ending on / or technical information regarding the tenth (10th) anniversary after the termination , design, operation and maintenance of the AgreementSystem ("Confidential Information") to Purchaser or, if in the Receiving Party shall treat as confidential all course of performing under the Agreement or negotiating the Agreement Purchaser learns Confidential Information regarding the facilities or plans of the Disclosing Party's Power Producer, Purchaser shall (a) protect the Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use information from disclosure to third parties with the same degree of care and means that it utilizes to protect accorded its own information confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of a similar naturethe Agreement. Notwithstanding the above, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of Purchaser may provide such Confidential Information to Third Parties. The Confidential Information may be disclosed only to its officers, directors, manager, employees or contractors and Affiliates (collectively "Representatives"), in each case whose access is reasonably necessary for purposes of the Receiving Party with a "need Agreement. Each such recipient of Confidential information shall be informed by Purchaser of its confidential nature and shall be directed to know" who are instructed treat such information confidentially and shall agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" abide by these provisions. Purchaser shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization be liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreementprovision by any entity to whom it improperly discloses Confidential Information. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any All Confidential Information received hereunder shall remain the property of the Power Producer and shall be returned to. it after Purchaser's need for it has expired or upon the mingling request of the Power Producer. If the Purchaser provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copy righted or trademarked information, ("Confidential Information") to the Power Producer or, if in the course of performing under the Agreement or negotiating the Agreement the Power Producer learns Confidential Information regarding the facilities Or plans of the Purchaser, the Power Producer shall (a) protect the Confidential Information from disclosure to third parties with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.degree of care accorded its own confidential and proprietary information, and

Confidentiality Obligation. For a period commencing on this date The Recipient hereby undertakes and ending on guarantees that it shall strictly keep and maintain the tenth (10th) anniversary after the termination secrecy and confidentiality of the AgreementConfidential Information received, orally, in writing or in electronic form, by the Recipient and shall implement strict protection measures. The Recipient shall establish appropriateness internal control mechanisms and conduct audit periodically and non-periodically. Except the Recipient may provide the Confidential Information to it representatives, agents, employees, personnel or consultants in connection with the Sale who have a need to know, the Receiving Party Recipient shall treat as confidential all not disclose, reveal or deliver the Confidential Information to any third party without Discloser’s prior written consent. If the Recipient is required to disclose the Confidential Information according to the laws and regulations, order or request of a court or competent authority, the Recipient shall immediately notify the Discloser to the extent permitted by law in order to take the necessary protective measures. The Recipient guarantees that its related parties, representatives, agents, employees, personnel or consultants shall strictly comply with confidentiality obligation in this Undertaking. The Confidential Information received by the Recipient may be used only for the purpose of conducting the assessment of the Disclosing Party's Sale. The Recipient shall not damage, tamper, transcribe, copy or reproduce all or part of the Confidential Information and shall not use such transfer or assign the right to acquire the Confidential Information or its confidentiality obligations to any third party without the Discloser’s prior written consent. If the Recipient fails the transaction of the Sale with the Discloser for any purpose whatsoever other than for reason cannot be reached in the purposes set forth hereinSale, except as expressly otherwise permitted under or this Agreement. Without limiting the foregoingUndertaking is early terminated or rescinded, the Receiving Party shall use Recipient shall, upon receiving a written notice from the same degree of care and means that it utilizes to protect its own information of a similar natureDiscloser, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such immediately return all Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees the Discloser or contractors of the Receiving Party with a "need to know" who are instructed and agree not to disclose destroy the Confidential Information and not to use in accordance with the Confidential Information for any purpose, except as set forth herein; provided, however, in instructions of the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its AffiliatesDiscloser. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party Recipient shall not affect the confidential nature retain any archival copy, photocopy, electronic records or ownership of the same as stated hereundercomputer files.

Confidentiality Obligation. For During the Term of this Agreement and for a period commencing on of five (5) years thereafter, RJRTC and each B.A.T. Customer receiving Confidential Information as a "Receiving Party" shall maintain in confidence all Confidential Information disclosed to it by the other Party, as a "Disclosing Party." Notwithstanding the foregoing, subject to Sub-Section 5.2, RJRTC's and each B.A.T. Customer's respective obligations of confidentiality with respect to the other Party's Trade Secrets, including the B.A.T. Customer's Specifications, shall be perpetual. Neither RJRTC nor any B.A.T. Customer will use, disclose or grant the use of such Confidential Information except as expressly authorized by this date and ending on Agreement. To the tenth (10th) anniversary after the termination of the extent that disclosure is authorized by this Agreement, the Receiving Party shall treat as confidential all obtain prior agreement from its employees, representatives and contracting parties to whom disclosure is to be made to hold in confidence and not make use of the Disclosing Party's Confidential Information and shall not use such Confidential Information information for any purpose whatsoever other than for the those purposes set forth herein, except as expressly otherwise permitted under by this Agreement. Without limiting the foregoingRJRTC and each B.A.T. Customer, the as a Receiving Party shall Party, will use at least the same degree standard of care and means that (but not less than a reasonable standard of care) as it utilizes uses to protect its own proprietary and Trade Secret information to ensure that such employees, representatives and contracting parties do not disclose or make any unauthorized use of such Confidential Information. RJRTC and each B.A.T. Customer, as a similar natureReceiving Party, but in will promptly notify the other upon discovery of any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its AffiliatesInformation. The Receiving Party shall have appropriate written agreements with be responsible to the Disclosing Party for any such employees loss of Confidential Information of the Disclosing Party or contract research organizations sufficient to comply with breach of the provisions of this Agreement. A Receiving Party may not alterSub-Section 5.1 by any employee, decompile, disassemble, reverse engineer representative or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information contracting party of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunderParty.

Confidentiality Obligation. For All Confidential Information received by a period commencing party hereunder (“Receiving Party”) which is furnished by or on this date and ending on the tenth (10th) anniversary after the termination behalf of the Agreementother party (“Disclosing Party”) shall be kept strictly confidential and the Receiving Party and its Representatives will not disclose any of the Confidential Information in any manner whatsoever nor use the Confidential Information in any way detrimental to the Disclosing Party; provided, however, that (i) Confidential Information may be disclosed to the Receiving Party’s Representatives who need to know such information (collectively, “Informed Persons”) in order to accomplish the business purpose for which the Confidential Information was disclosed, and (ii) any such Confidential Information may be disclosed to any person or entity to which the Disclosing Party consents in advance in writing. The Confidential Information shall not be disclosed to any other persons or entities who are not necessary to know such information except mentioned above in (i) and (ii) of this clause, including but not limited to employees or affiliates of the Receiving Party. The Receiving Party will take appropriate and reasonable precautions to ensure the protection, confidentiality and security of the Confidential Information including assuring that all Informed Persons are aware of the confidential or proprietary nature of the Confidential Information and have themselves signed confidentiality agreements or agreed to be bound by the terms hereof. In the event that the Receiving Party or its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar legal process or requests from the exchange rulses of Hong Kong Exchanges and Clearing Limited (HKEX))) to disclose any of the Confidential Information, the Receiving Party shall treat as confidential all of provide the Disclosing Party's Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case prompt written notice of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees request or contract research organizations sufficient to comply requirement so that the Disclosing Party may in its sole discretion seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. A If, in the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, the Receiving Party may not alteror its Representatives are nonetheless, decompilein the opinion of legal counsel who is appointed by the Receiving Party , disassemble, reverse engineer or otherwise modify any legally compelled to disclose Confidential Information received hereunder and to any tribunal or HKEX, the mingling Receiving Party or its Representatives may, without liability hereunder, disclose to such tribunal or HKEX only that portion of the Confidential Information with information which such counsel reasonably advises is legally required to be disclosed, provided that reasonable best efforts to preserve the confidentiality of the Receiving Confidential Information are used, including, without limitation, by cooperating with the Disclosing Party shall not affect to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the confidential nature or ownership of the same as stated hereunderConfidential Information by such tribunal.

Confidentiality Obligation. For a period commencing on In relation to third parties the Distributor is obliged to keep in confidence all information and facts that have come to the Distributor's knowledge in connection with this date Agreement and ending on the tenth (10th) anniversary after performance under this Agreement, in particular the information concerning this Agreement, the Products, technologies, any intellectual property rights and know-how, trade, organization, finances, assets or marketing. After termination of this Agreement, the Distributor is obliged to forthwith return to the Company any and all documents containing any intellectual property rights, including know-how, all documents of technical, organizational or other nature handed over as part of the cooperation in documentary or electronic form and concerning the Products or the mutual cooperation. The Distributor is also obliged to delete or destroy all copies of such documents and not to have subsequent disposal of any of them, nor misuse them or any content thereof. Such obligations shall continue without limitation and shall survive any termination of the Agreement, the Receiving Party shall treat as confidential all of the Disclosing Party's Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information and Distributor undertakes not to use the Confidential Information above said information for any purposepurposes other than the performance of this Agreement, except as set forth herein; provided, however, not even to its own benefit or to the benefit of any third parties. The Distributor undertakes to protect any information above said with due care and in the case compliance with high standards of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant technical security. The Distributor is obliged to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by bind its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient and Therapists to comply with the provisions above said duties and shall be liable for the fulfilment of such duties by those persons. Ban on Competitive Conduct The Distributor agrees, whether directly or indirectly and throughout the term of this Agreement, not to sell, distribute, mediate, promote or otherwise support the Products being of competitive nature with the Company's Products, unless it is approved by the Company in writing in advance. The products being of competitive nature with the Company's Products are deemed to be any products of information medicine or products on a similar basis as the Products. The Distributor also undertakes not to use, in any manner whatsoever, the contacts or databases obtained as a result of the cooperation with the Company under this Agreement for any purposes other than the proper performance under this Agreement and the Distributor undertakes to also procure compliance with this Article of the Agreement by the Therapists. After termination of the Distributor Agreement, the Distributor undertakes not to use, in any manner whatsoever, the contacts or databases obtained as a result of the cooperation with the Company under this Agreement for a period of 3 years after termination of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling As part of the Confidential Information with information Product Promotion or any marketing or training events under this Agreement, the Distributor is not entitled to promote any other products or services. Handling of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.Packaging

Confidentiality Obligation. For a period commencing on this date and ending on the tenth (10th) anniversary after the termination of the Agreement, the The Receiving Party shall treat as confidential all of the Disclosing Party's Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that it utilizes agrees (a) to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "need to know" who are instructed and agree not to disclose keep the Confidential Information confidential as it treats its own confidential information, but such treatment shall not be less than a reasonable standard of protection of confidential information, and not to use the Confidential Information for any purposepurpose other than in the performance of its obligations under this Agreement and (b) not to disclose (including by way of interviews, responses to questions or inquiries, press releases or otherwise) any such Confidential Information, except as set forth herein(i) to its Permitted Affiliates and its and their respective, directors, officers and employees and agents, representatives, lawyers and other advisers (collectively, the “Representatives”) who reasonably need to know the Confidential Information in connection herewith for the Receiving Party’s performance of its obligations under this Agreement; provided, however, that such Representatives are subject to a confidentiality obligation and use restrictions no less restrictive than those set out in this Section 10 by such Representatives and the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates provided further, that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect remain fully responsible for the breach of confidentiality obligations and use restrictions under this Section 10 by any such Representatives, and (ii) pursuant to, and to the extent required by, the applicable Laws (including an order of a Governmental Entity, court or a requirement of an applicable stock exchange); provided, that, to the extent permitted by applicable Laws, the Receiving Party shall, to the extent possible, promptly notify the Disclosing Party of such need to disclose Confidential Information in order to provide the Disclosing Party with a reasonable opportunity to contest such applicable disclosure and Receiving Party shall provide reasonable cooperation with the Disclosing Party to minimize disclosure or seek a grant of confidential nature treatment by the applicable Governmental Entity, court or ownership of stock exchange on any Confidential Information, solely at the same as stated hereunderDisclosing Party’s expense. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Confidentiality Obligation. For a period commencing on this date If the SPD provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copy righted or trademarked information, and ending on / or technical information regarding the tenth (10th) anniversary after the termination , design, operation and maintenance of the AgreementSystem ("Confidential Information") to Purchaser or, if in the Receiving Party shall treat as confidential all course of performing under the Agreement or negotiating the Agreement Purchaser learns Confidential Information regarding the facilities or plans of the Disclosing Party's Solar Power Developer, Purchaser shall (a) protect the Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use information from disclosure to third parties with the same degree of care and means that it utilizes to protect accorded its own information confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of a similar naturethe Agreement. Notwithstanding the above, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of Purchaser may provide such Confidential Information to Third Parties. The Confidential Information may be disclosed only to its officers, directors, manager, employees or contractors and Affiliates (collectively "Representatives"), in each case whose access is reasonably necessary for purposes of the Receiving Party with a "need Agreement. Each such recipient of confidential information shall be informed by Purchaser of its confidential nature and shall be directed to know" who are instructed treat such information confidentially and shall agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" abide by these provisions. Purchaser shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization be liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreementprovision by any entity to whom it improperly discloses Confidential Information. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any All Confidential Information received hereunder shall remain the property of the SPD and shall be returned to. It after Purchaser's need for it has expired or upon the mingling request of the Solar Power Developer. If the Purchaser provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copy righted or trademarked information, ("Confidential Information") to the SPD or, if in the course of performing under the Agreement or negotiating the Agreement the SPD learns Confidential Information regarding the facilities Or plans of the Purchaser, the SPD shall (a) protect the Confidential Information from disclosure to third parties with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.degree of care accorded its own confidential and proprietary information, and

Confidentiality Obligation. For a period commencing on this date Disclosures of Confidential Information shall be subject to the following obligations of confidentiality and ending on the tenth (10th) anniversary after the termination of the Agreement, the non-use. The Receiving Party shall treat as confidential all of hold in strict confidence Confidential Information received from the Disclosing Party's Confidential Information Party and/or its Affiliates, and shall not distribute, disclose or disseminate Confidential Information to any third party, or anyone not authorized hereunder; The Receiving Party shall not use such Confidential Information for any purpose whatsoever other than the Purpose, and shall not otherwise use or exploit such Confidential Information, whether for its own benefit or the purposes set forth hereinbenefit of another, except as expressly otherwise permitted under this Agreement. Without limiting without the foregoing, prior written consent of the Disclosing Party which consent may be withheld for any reason or for no reason at all.; The Receiving Party shall not use the same degree of care and means that it utilizes to protect Confidential Information in its own information operations, without the prior written consent of a similar nature, but in the Disclosing Party. which consent may be withheld for any event not less than reasonable care reason or for no reason at all; The Receiving Party shall restrict access and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Partiesthose of its directors, officers, employees, agents and consultants who have a definable need to know in order to facilitate the Purpose. The Receiving Party may disclose Confidential Information may be disclosed only to employees or contractors members of the Receiving Party with its parent company, affiliates and consultants who have a "definable need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, howeverprior to disclosure, such entity agrees in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant writing to which such contract research organization is performing or will perform work under a Project and is be bound by an obligation the terms of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliatesthis Agreement. The Receiving Party shall have appropriate written agreements with be responsible to the Disclosing Party for any improper disclosure or use of Confidential Information by such employees or contract research organizations sufficient to comply with the provisions of this Agreementpersons. A The Receiving Party may shall carefully manage all the materials provided by the Disclosing Party and not alter, decompile, disassemble, reverse engineer lose or otherwise modify any Confidential Information received hereunder and damage them. The Receiving Party shall be liable if the mingling of confidential materials are lost or damaged due to its poor management. The Receiving Party shall be held joint liability when the Person listed in clause 2(d) discloses the Confidential Information with information of to third party; The Receiving Party shall meanwhile ensure that the Person listed in clause 2(d) will not reproduce the technologies under this Agreement through memory or other illegal means and / or apply them for patents related to intellectual rights or other commercial purpose; If the Receiving Party generates an internal work product containing Confidential Information (including, without limitation, notes, extracts, paraphrased texts and references from which the substance of Confidential Information may be implied or otherwise understood), then such internal work product shall not affect the confidential nature or ownership of the same be governed by this Agreement and shall be treated as stated hereunderConfidential Information.

Confidentiality Obligation. For a period commencing on this date Prior to the Closing Date and ending on the tenth (10th) anniversary after the any termination of the this Agreement, the Receiving Party shall treat as confidential all of the Disclosing Party's Confidential Information Buyer will hold, and shall not will use such Confidential Information for any purpose whatsoever other than for the purposes set forth hereinits best efforts to cause their respective Representatives to hold, except as expressly otherwise permitted under this Agreement. Without limiting the foregoingin confidence, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "need to know" who are instructed and agree not unless compelled to disclose by applicable Law, all confidential documents and information concerning the Confidential Information and not Business or Seller furnished to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals Buyer or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply in connection with the provisions of transactions contemplated by this Agreement. A Receiving Party , except to the extent that such information can be shown to have been (i) previously known on a non-confidential basis by Buyer, (ii) in the public domain through no fault of Buyer or (iii) later lawfully acquired by Buyer from sources other than Seller; provided that Buyer may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder disclose such information to its Representatives in connection with the transactions contemplated by this Agreement and the mingling Ancillary Agreements so long as such Persons are informed by Buyer of the Confidential Information with information of the Receiving Party shall not affect the confidential nature of such information and are obligated to treat such information confidentially. The obligation of Buyer to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. If this Agreement is terminated, Buyer will, and will use its best efforts to cause its Representatives to, in its own discretion choose to destroy or ownership deliver to Seller, upon request, all documents and other materials, and all copies thereof, obtained by Buyer or on its behalf from Seller in connection with this Agreement or the Ancillary Agreements that are subject to such confidence. Upon Closing, the obligations of the same Parties under this Section 5.10 shall be such that (i) all confidential information of Seller Group relating to the Purchased Assets, Target Companies, Assumed Liabilities, Transferred Employees or the Business (other than confidential information included in the Excluded Assets or Excluded Liabilities) shall constitute confidential information of Buyer, irrespective of whether such information was identified or otherwise designated as stated hereunder.“confidential,” and each Non-Buyer Party shall be deemed the recipient or receiving party in respect of such information and Buyer the disclosing party with respect thereto; (ii) with ASIA 34949044 61

Confidentiality Obligation. For Except as provided in Section 6.4, for a period commencing on this date June 10, 2006 and ending on the tenth (10th) fifth anniversary after of the termination expiration of the Term of the Agreement, the Receiving Party shall treat as confidential all of the Disclosing Party's Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its AffiliatesDyadic, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract Dyadic’s independent contractor research organizations with whom BDI Pharmaceuticals or its Affiliates Dyadic has written agreements pursuant to which such contract independent contractor research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates Dyadic that makes such contract independent contractor research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its AffiliatesDyadic. The Receiving Party shall have appropriate written agreements with any such employees or contract independent contractor research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer engineer, or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.

Confidentiality Obligation. For Beginning on the Original Effective Date and continuing throughout the term of this Agreement and thereafter for a period commencing on this date and ending on of [***], neither party will at any time, without the tenth (10th) anniversary after the termination express prior written consent of the Agreementother, the Receiving Party shall treat as confidential all use, disclose or otherwise make known or available to any third party any Confidential Information of the Disclosing Party's other party. Notwithstanding the foregoing, (i) Licensee, as the receiving party of University’s Confidential Information and Information, shall not be permitted to use such Confidential Information for any purpose whatsoever other than for as reasonably necessary to exercise its rights, including its licensed rights under the purposes set forth hereinLicensed Patents and Licensed Know-How granted hereunder, except and perform its obligations hereunder, and (ii) University, as expressly otherwise the receiving party of Licensee’s Confidential Information, shall be permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall to use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information as reasonably necessary to Third Partiesenforce its rights hereunder (respectively, (i) and (ii), the “Purpose”). The Confidential Information may be disclosed only receiving party will utilize reasonable procedures to employees or contractors of the Receiving Party with a "need to know" who are instructed and agree not to disclose safeguard the Confidential Information and not to use of the disclosing party, including releasing such Confidential Information only to its employees, consultants, attorneys, advisors, agents, or Affiliates, and with respect to Licensee, its Sublicensees or third party contract research organizations, collaborators, service providers or manufacturers, on a reasonable “need-to-know” basis, solely for any purposethe Purpose. In addition, except as set forth herein; provided, however, Licensee is authorized to release Confidential Information of University to (i) potential Sublicensees for the purpose of negotiating and granting a Sublicense and (ii) potential investors in the case of BDI Pharmaceuticals and Licensee or its Affiliates, provided that Licensee takes reasonable precautions to safeguard such Confidential Information of University. Moreover, Licensee shall be entitled to disclose Confidential Information in patent filings and other government regulatory filings such as but not limited to FDA filings without the term "employees prior consent from University. Notwithstanding the foregoing the restrictions of this Article 5.2 do not apply to Confidential Information required to be disclosed by court order or contractors operation of a Receiving Party" shall include employees law, provided that receiving party (i) to the extent possible first gives prompt written notice of each of those of BDI Pharmaceuticals, its Affiliates such disclosure requirement to the disclosing party so as to enable disclosing party to seek any limitations on or exemptions from such disclosure requirement and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with (ii) reasonably cooperates at disclosing party’s request in any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunderefforts by disclosing party at disclosing party’s costs.

Confidentiality Obligation. For a period commencing on this date and ending on the tenth (10th) anniversary after the termination of the AgreementExcept as provided for herein, the Receiving Party shall treat as confidential agrees that at all times during the term of the Disclosing Party's this License Agreement and during a period of ten (10) years following expiration or termination of this License Agreement, it will not (a) use any Confidential Information in any way, for its own account or the account of any Third Party, except for the exercise of its rights and shall not use such performance of its obligations under this License Agreement, or (b) disclose any Confidential Information for to any purpose whatsoever Person, other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of furnishing such Confidential Information to (i) its employees or Third Parties. The Parties (including Licensee’s customers) who are reasonably required to have access to the Confidential Information may in connection with the exercise of its rights and performance of its obligations under this License Agreement and (ii) its legal and internal and independent accounting advisors and representatives (the “Representatives”), provided, that any Person receiving such disclosure from a party hereto shall be disclosed only to employees or contractors advised of the Receiving Party Party’s obligations hereunder and shall be bound by written confidentiality agreements with a "need respect to know" who are instructed and agree not to disclose the such Confidential Information and not to use the Confidential Information for any purpose, except as no less onerous than those set forth herein; provided, howeverin this License Agreement or, in the case of BDI Pharmaceuticals and its AffiliatesRepresentatives, ethical duties respecting such Confidential Information in accordance with the term "employees or contractors terms of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliatesthis Section 11. The Receiving Party shall have appropriate written agreements with agrees that it will not allow any such employees unauthorized Person (including any Third Party having access to or contract research organizations sufficient to comply co-located with the provisions of this Agreement. A Receiving Party may not alterParty’s facilities) access to the Disclosing Party’s Confidential Information, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of that the Receiving Party shall not affect will take all action reasonably necessary to protect the confidential nature confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized use or ownership copying of such Confidential Information. Each Party will protect such Confidential Information from unauthorized use, access or disclosure with the same degree of care, but no less than a reasonable degree of care, as stated hereunderit uses to protect its own Confidential Information.

Confidentiality Obligation. For a period commencing on this date Each party acknowledges and ending on the tenth (10th) anniversary after the termination of the Agreement, the Receiving Party shall treat as confidential agrees that all of the Disclosing Party's other party’s Confidential Information, and the Confidential Information jointly developed by the Mayo/CGI/Company May 21, 2013 parties subsequent to the date of this Agreement, is confidential and shall proprietary. Each party agrees to hold the other party’s Confidential Information in strict confidence and agrees not to use or disclose such Confidential Information or any jointly developed Confidential Information to any third party for any purpose whatsoever other than for as permitted or required hereunder. Each party shall take the purposes set forth hereinsame reasonable measures necessary to prevent any disclosure by its employees, except agents, contractors or consultants of the other party’s Confidential Information as expressly otherwise permitted under this Agreement. Without limiting it applies to the foregoingprotection of its own Confidential Information, including, without limitation, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar natureappropriate non-disclosure agreements with employees, but in any event not less than reasonable care and meansagents, to prevent the unauthorized use contractors, or the disclosure of such consultants. All Confidential Information provided by one party to Third Parties. The Confidential Information may be disclosed only to employees or contractors the other party hereunder, shall remain the property of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliatesdisclosing party. The Receiving Party shall have appropriate shall, within ten days of a written agreements with any such employees request to do so or contract research organizations sufficient to comply with the provisions within thirty (30) days of termination of this Agreement. A , return to the Disclosing Party, or at the Receiving Party may not alterParty’s option, decompiledestroy all Confidential Information that has been provided in tangible form and shall, disassembleunless prohibited by law, reverse engineer destroy or otherwise modify any render unintelligible all other Confidential Information. All Confidential Information received hereunder jointly developed by CGI and the mingling Mayo shall be jointly owned by CGI and Mayo, with each party having an undivided interest therein. Each of the CGI and Mayo shall be entitled to retain a copy or copies of any jointly developed Confidential Information upon the termination of this Agreement, subject to each party’s obligations with information of the Receiving Party shall not affect the confidential nature or ownership of the same respect to such jointly developed Confidential Information as stated hereunderset forth in this Agreement.

Confidentiality Obligation. If you want to protect your investment in case anything should happen, you'll need this contract.For co-owning a period commencing on business, the agreement can cover many things, including how profits and losses are shared, what happens if one person wants to sell his or her share, or whether any shares can be transferred in the future. (c) Notwithstanding anything to the contrary in this Agreement, TrAILCo hereby consents to Dominion’s Ownership Share of the Joint Property being subject to the terms and conditions of the VEPCO Mortgage and agrees that Dominion shall not be required to provide TrAILCo with notice of any future amendment or supplement to the VEPCO Mortgage. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement shall become effective as of the Effective Date and shall remain in effect until the earliest to occur of: (a) the decommissioning of the Transmission Line and the restoration of the Rights-of-Way; (b) the date and ending on the tenth (10th) anniversary after the of termination of the Agreement, the Receiving Party shall treat as confidential all this Agreement by mutual agreement of the Disclosing Parties; or (c) the ownership by one Party of a one hundred percent (100%) Ownership Share of the Joint Property. Each Party may, by written notice to the other Party's Confidential Information and shall not use such Confidential Information , for any purpose whatsoever reason or no reason, remove and replace any Representative or alternate appointed by it. In the event any Existing Rights-of-Way, REC Rights-of-Way or New Rights-of-Way have not been identified by Dominion or are not properly identified on Exhibits A, B or C, respectively, Dominion shall: (i) execute and record such agreements and other than for documentation (including a revised version of the purposes set forth hereinapplicable exhibit) as may be reasonably required to identify such Rights-of-Way and evidence the assignment thereof to TrAILCo in accordance with the terms hereof; and (ii) take any other actions required to assign, except and to evidence the assignment of, such Rights-of-Way as expressly otherwise permitted under early as reasonably possible. c. (b) TrAILCo shall provide Dominion with written notice of any Development Costs and O&M Costs incurred by TrAILCo in connection with the Project (excluding amounts payable to Dominion pursuant to this Agreement. Without limiting the foregoing), the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates payments and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliatescontributions related thereto. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.11.3

Confidentiality Obligation. For If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of a period commencing on System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under or negotiating this date and ending on Master Agreement or any SPPA, a Party learns Confidential Information regarding the tenth (10th) anniversary after the termination of the Agreementother Party, the Receiving receiving Party shall treat as confidential all of (a) protect the Disclosing Party's Confidential Information and shall not use such Confidential Information for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use from disclosure to third parties with the same degree of care and means that it utilizes to protect accorded its own confidential and proprietary information of a similar nature, (but in any no event not less than a reasonable care degree of care), and means(b) refrain from using such Confidential Information, except in the negotiation and performance of this Master Agreement and any applicable SPPA. For the avoidance of doubt, the information in the Exhibits and Schedules of the Master Agreement or any SPPA, as applicable, are considered by Provider to prevent be trade secrets and are thus exempt for purposes of any applicable Freedom of Information Act or other Applicable Laws which may appropriately apply to Purchaser. Notwithstanding the unauthorized use or the disclosure of above, a Party may provide such Confidential Information to Third Partiesits officers, directors, members, managers, employees, agents, contractors, accountants, attorneys, and consultants, and Affiliates, Lenders, Financing Parties and potential assignees of this Master Agreement or an SPPA or acquirers of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary to the negotiation and performance of the Agreement. The Each such recipient of Confidential Information may shall be disclosed only to employees or contractors of informed by the Receiving Party with a "need to know" who are instructed and agree not to disclose the disclosing Confidential Information of its confidential nature and shall be legally obligated to keep such information confidential. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. To the extent permitted by Applicable Law, the terms of this Master Agreement and each SPPA (but not to use the execution or existence of such agreement) shall be considered Confidential Information for any purposepurposes of this Article, except as set forth hereinin Section 16.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party; provided, however, regardless of any other language in the case of BDI Pharmaceuticals and its Affiliatesthis Master Agreement, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling retain archival/electronic backup copies of the Confidential Information with that have been systematically created according to information technology procedures in the ordinary course of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunderbusiness.

Confidentiality Obligation. For a period commencing on this date and ending on Each Party agrees that it will keep the tenth (10th) anniversary after the termination Confidential Information of the Agreementdisclosing Party and, where Glowpoint is the Receiving Party shall treat as confidential all receiving Party, of Customers, in confidence and that it will not, without the express prior written consent of the Disclosing disclosing Party's , provide, disclose or otherwise make available any item of Confidential Information and shall to any third party not authorized by the disclosing Party to receive the same. Each Party agrees that it will only use such the Confidential Information (a) for any purpose whatsoever other than for the purposes set forth herein, except as expressly otherwise permitted of performing its obligations under this Agreement, or (b) for purposes of joint efforts by the Parties relating to new business opportunities for Glowpoint and/or Polycom and for no other purpose. Without limiting Each Party further agrees that it will provide, disclose or otherwise make available the foregoingConfidential Information of the other Party only to those of the receiving Party’s employees who need to know the same for purposes of performing their duties under this Agreement, and who have agreed either as a condition of employment or in order to obtain the Receiving Confidential Information to be bound by similar confidentiality obligations as those contained herein. Each Party shall use agrees to protect the Confidential Information of the disclosing Party or Customer by using at least the same degree of care and means that to prevent unauthorized disclosure or use thereof as it utilizes uses to protect its own information valuable Confidential Information of a similar like nature, but in any event not less than reasonable care care. Each Party shall promptly notify the other Party when it learns of any unauthorized disclosure or any unauthorized use of any Confidential Information of the disclosing Party or, where Glowpoint is the receiving Party, of a Customer, and means, shall take all necessary steps to prevent further disclosure and minimize harm. In the unauthorized event that Glowpoint provides prior written notice to Polycom that information to be disclosed to a prospective customer, pursuant to joint efforts by the Parties relating to new business opportunities for Glowpoint and/or Polycom, is Confidential Information of Glowpoint, Polycom will use or the disclosure reasonable efforts to obtain a written obligation from such prospective customer with respect to protection of such Confidential Information to Third Parties. The Confidential Information may be disclosed only to employees or contractors of the Receiving Party with a "need to know" who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein; provided, however, in the case of BDI Pharmaceuticals and its Affiliates, the term "employees or contractors of a Receiving Party" shall include employees of each of those of BDI Pharmaceuticals, its Affiliates and any contract research organizations with whom BDI Pharmaceuticals or its Affiliates has written agreements pursuant to which such contract research organization is performing or will perform work under a Project and is bound by an obligation of confidence to BDI Pharmaceuticals or its Affiliates that makes such contract research organization liable for any breach by its employees of those confidentiality obligations to BDI Pharmaceuticals or its Affiliates. The Receiving Party shall have appropriate written agreements with any such employees or contract research organizations sufficient to comply with the provisions of this Agreement. A Receiving Party may not alter, decompile, disassemble, reverse engineer or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the Receiving Party shall not affect the confidential nature or ownership of the same as stated hereunderInformation.