Common use of Confidentiality Obligation Clause in Contracts

Confidentiality Obligation. If either Party provides confidential information, plainly marked as such on the subject document(s), including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of its performance of this Agreement, or if in the course of negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, and said information is identified by the disclosing party as Confidential, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with 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 Agreement. Notwithstanding the above, a Party may with the consent of the other Party (such consent not to be unreasonably conditioned, delayed or withheld), provide such Confidential Information to its officers, directors, members, managers, employees, agents, attorneys, accountants and consultants, Affiliates, lenders, and potential assignees of the Agreement 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. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by its Representatives. 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.

Confidentiality Obligation. If either Party provides confidential information, plainly marked as such on the subject document(s), including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, or and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of its performance of this Agreement, performing under the Agreement or if in negotiating the course of negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, and said information is identified by the disclosing party as Confidential, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with 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 Agreement. Notwithstanding the above, a Party may with the consent of the other Party (such consent not to be unreasonably conditioned, delayed or withheld), provide such Confidential Information to its officers, directors, members, managers, employees, agents, attorneys, accountants contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement 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, case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. 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. The terms of the Agreement (but not its Representativesexecution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3. 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. Confidential Information shall not include this Agreement, or any agreement involving the Purchaser, and/or any information or data with respect to the general performance of the Systems that may be used by Provider or its Affiliates or service providers in connection with preparing marketing or promotional materials of such Persons.

Confidentiality Obligation. If either The Receiving Party provides shall treat as -------------------------- confidential information, plainly marked as such on the subject document(s), including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, or technical information regarding the financing, design, operation and maintenance all of the System or of Purchaser’s business (“Disclosing Party's Confidential Information”) to the other or, if in the course of its performance of Information and shall not use such Confidential Information except as expressly permitted under this Agreement, or if in . Without limiting the course of negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, and said information is identified by the disclosing party as Confidentialforegoing, the receiving Receiving Party shall (a) protect the Confidential Information from disclosure to third parties with use the same degree of care accorded and means that it utilizes to protect its own confidential information of a similar nature, but in any event not less than reasonable care and proprietary informationmeans, and (b) refrain from using such Confidential Information, except in to prevent the negotiation and performance unauthorized use or the disclosure of the Agreement. Notwithstanding the above, a Party may with the consent of the other Party (such consent not to be unreasonably conditioned, delayed or withheld), provide such Confidential Information to its officers, directors, members, managers, employees, agents, attorneys, accountants and consultants, Affiliates, lenders, and potential assignees third parties. The Confidential Information may be disclosed only to employees or contractors of the Agreement or acquirers of Provider or its Affiliates (provided Receiving Party with a "need to know" who are instructed and on condition that such potential assignees be bound by a written agreement restricting agree not to disclose the Confidential Information and not to use and disclosure of the Confidential Information) (collectivelyInformation for any purpose, “Representatives”)except as set forth herein; provided, however, in each casethe case of Buyer, whose access is reasonably necessary. Each such recipient the term "employees or contractors of Confidential Information a Receiving Party" shall be informed by the Party disclosing Confidential Information include employees and contractors of Buyer and its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable Authorized Agents (but with respect to Authorized Agents who are not Affiliates disclosure shall be limited to the other Party) for extent necessary to enable such Authorized Agents to purchase under this Agreement). The Receiving Party shall have appropriate written agreements with any breach such employees or contractors sufficient to comply with the provisions of this provision by its RepresentativesAgreement. All A Receiving Party may not alter, decompile, disassemble, reverse engineer, or otherwise modify any Confidential Information shall remain received hereunder and the property mingling 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 Confidential Information with information of the disclosing PartyReceiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.

Confidentiality Obligation. If either Party provides confidential information, plainly marked as such on the subject document(s), including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, or technical information regarding the financing, design, operation Each party acknowledges and maintenance agrees that all of the System or of Purchaserother party’s business (“Confidential Information”) , and the Confidential Information jointly developed by the parties subsequent to the other or, if in the course of its performance date of this Agreement, or if in is confidential and proprietary. Each party agrees to hold the course of negotiating this Agreement a Party learns other party’s Confidential Information regarding the facilities or plans of the other, in strict confidence and said information is identified by the disclosing party as Confidential, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with 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 Agreement. Notwithstanding the above, a Party may with the consent of the other Party (such consent agrees not to be unreasonably conditioned, delayed use or withheld), provide disclose such Confidential Information or any jointly developed Confidential Information to any third party for any purpose other than as permitted or required hereunder. Each party shall take the same reasonable measures necessary to prevent any disclosure by its officers, directors, members, managers, employees, agents, attorneys, accountants and consultants, Affiliates, lenders, and potential assignees contractors or consultants of the Agreement or acquirers other party’s Confidential Information as it applies to the protection of Provider or its Affiliates (provided and on condition that such potential assignees be bound by a written agreement restricting use and disclosure of own Confidential Information) (collectively, “Representatives”)including, in each casewithout limitation, whose access is reasonably necessary. Each such recipient the use of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any eventappropriate non-disclosure agreements with employees, each Party shall be liable (with respect to the other Party) for any breach of this provision by its Representativesagents, contractors, or consultants. All Confidential Information provided by one party to the other party hereunder, shall remain the property of the disclosing Party and shall be returned party. The receiving party shall, within ten (10) days of a written request to do so or within thirty (30) days of termination of this Agreement, return to the disclosing Party party, or destroyed after at the receiving Partyparty’s need for it option, destroy all Confidential Information that has expired been provided in tangible form and shall, unless prohibited by law, destroy or otherwise render unintelligible all other Confidential Information. All Confidential Information jointly developed by Hoth and the Company shall be owned jointly by Hoth and the Company. Each of Hoth and the Company shall be entitled to retain a copy or copies of any jointly developed Confidential Information upon the request termination of the disclosing Partythis Agreement, subject to each party’s obligations with respect to such jointly developed Confidential Information as set forth in this Agreement.

Confidentiality Obligation. If either The Receiving Party provides shall treat as confidential information, plainly marked as such on the subject document(s), including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, or technical information regarding the financing, design, operation and maintenance all of the System or of Purchaser’s business (“Disclosing Party's Confidential Information”) to the other or, if in the course of its performance of Information and shall not use such Confidential Information except as expressly permitted under this Agreement, or if in . Without limiting the course of negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, and said information is identified by the disclosing party as Confidentialforegoing, the receiving Receiving Party shall (a) protect the Confidential Information from disclosure to third parties with use the same degree of care accorded and means that it utilizes to protect its own confidential information of a similar nature, but in any event not less than reasonable ease and proprietary informationmeans, and (b) refrain from using such Confidential Information, except in to prevent the negotiation and performance unauthorized use or the disclosure of the Agreement. Notwithstanding the above, a Party may with the consent of the other Party (such consent not to be unreasonably conditioned, delayed or withheld), provide such Confidential Information to its officers, directors, members, managers, employees, agents, attorneys, accountants and consultants, Affiliates, lenders, and potential assignees third parties. The Confidential Information may be disclosed only to employees or contractors of the Agreement or acquirers of Provider or its Affiliates (provided Receiving Party with a "need to know" who are instructed and on condition that such potential assignees be bound by a written agreement restricting agree not to disclose the Confidential Information and not to use and disclosure of the Confidential Information) (collectivelyInformation for any purpose, “Representatives”)except as set forth herein; provided, however, in each casethe case of Buyer, whose access is reasonably necessary. Each such recipient the term "employees or contractors of Confidential Information a Receiving Party" shall be informed by the Party disclosing Confidential Information include employees and contractors of Buyer and its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable Authorized Agents (but with respect to Authorized Agents who are not Affiliates disclosure shall be limited to the other Party) for extent necessary to enable such Authorized Agents to purchase under this Agreement). The Receiving Party shall have appropriate written agreements with any breach such employees or contractors sufficient to comply with the provisions of this provision by its RepresentativesAgreement. All A Receiving Party may not alter, decompile, disassemble, reverse engineer, or otherwise modify any Confidential Information shall remain received hereunder and the property mingling 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 Confidential Information with information of the disclosing PartyReceiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.

Confidentiality Obligation. If either Party provides Confidential Information" means all written or oral information designated as confidential informationat the time of disclosure that is disclosed in connection with this Agreement including, plainly marked as such on the subject document(s)without limitation, including business planscomputer programs, software, formulas, data, inventions, techniques, strategies, trade secrets, plans for products or services, marketing plans, financial informationdocuments or data, processes and designs, and the terms, but not the existence of, this Agreement. Written Confidential Information must be mazked as "confidential" or "proprietary, patented, licensed, copyrighted ." Oral Confidential Information must be designated as confidential at the time of disclosure and reduced to a written summary and marked "confidential" or trademarked information, or technical information regarding the financing, design, operation and maintenance "proprietary" within 10 days of the System or oral disclosure. Each party shall use the Confidential Information of Purchaser’s business (“Confidential Information”) to the other or, if party solely in the course performance of its performance of obligations under this Agreement, or if in the course of negotiating this Agreement a Party learns treat as confidential all Confidential Information regarding the facilities or plans of the otherother party, and said information is identified by the disclosing not disclose such Confidential Information, except to authorized employees ofthe receiving party as Confidentialor its affiliates, its legal counsel and accountants {provided that the receiving Party party contractually obligates them to a duty of confidentiality no less restrictive that the duty imposed by this Section 8. l and that the receiving party shall (a) protect remain jointly and severally liable for any breach of confidentiality by such parties). Without limiting the foregoing, each of the parties shall treat the other party's Confidential Information from disclosure to third parties with at least the same degree of care accorded it uses to prevent the disclosure of its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except but in no event less than reasonable care. Each party shall promptly notify the negotiation and performance other party of the Agreement. Notwithstanding the above, a Party may with the consent any actual or suspected misuse or unauthorized disclosure of the other Party (such consent not to be unreasonably conditioned, delayed or withheld), provide such Confidential Information to its officers, directors, members, managers, employees, agents, attorneys, accountants and consultants, Affiliates, lenders, and potential assignees of the Agreement 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 party's Confidential Information) (collectively, “Representatives”), in each case, whose access is reasonably necessary. Each such recipient Upon expiration or termination of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any eventthis Agreement, each Party party shall be liable (with respect to return all tangible copies of any Confidential ]nformation received from the other Partyparty. i~~~ ruoue ~ec~or Li,~, Miami Beach (06.08.0')) for any breach of this provision by its Representatives. 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.{I3, Xxxxxxx} 8.2

Confidentiality Obligation. If either Party provides confidential information, plainly marked as such on the subject document(s), including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, or and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of its performance of this Agreement, or if in the course of negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, and said information is identified by the disclosing party as Confidential, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with 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 Agreement. Notwithstanding the above, a Party may with the consent of the other Party (such consent not to be unreasonably conditioned, delayed or withheld), provide such Confidential Information to its officers, directors, members, managers, employees, agents, attorneys, accountants and consultants, Affiliates, lenders, and potential assignees of the Agreement 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, case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by its Representatives. 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.

Confidentiality Obligation. If either Party provides confidential information, plainly marked as such on the subject document(s), including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, or and/or technical information regarding the financing, design, operation and maintenance of the System or of PurchaserHost’s business (“Confidential Information”) to the other or, if in the course of its performance of performing under this Agreement or negotiating this Agreement, or if in the course of negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, and said information is identified by the disclosing party as Confidentialother Party, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with 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 this Agreement. Notwithstanding the above, a Party may with the consent of the other Party (such consent not to be unreasonably conditioned, delayed or withheld), provide such Confidential Information to its officers, directors, members, managers, employees, agents, attorneyscontractors and consultants (collectively, accountants “Representatives”), and consultants, Affiliates, lendersLenders, and potential assignees of the this Agreement or acquirers purchasers of the property of Provider or its Affiliates (provided and on condition that such potential assignees or purchasers be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case, case whose access is reasonably necessarynecessary to the negotiation and performance of this Agreement. Each such recipient of Confidential Information shall be informed in writing by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by its Representativesany entity to whom that Party improperly discloses Confidential Information. 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.

Confidentiality Obligation. If either Party provides Each of Xxxxxx and SuperGen (the "Receiving Party") shall keep strictly confidential informationany information disclosed in writing, plainly marked as such on the subject document(s)orally, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted visually or trademarked information, or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the in any other or, if in the course of its performance of this Agreement, or if in the course of negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, and said information is identified manner by the disclosing party as Confidential, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with 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 Agreement. Notwithstanding the above, a Party may with the consent of the other Party (such consent not the "Disclosing Party") or otherwise made available to the Receiving Party which the Disclosing Party considers to be unreasonably conditionedand treats as proprietary or confidential ("Confidential Information"). Without limiting the generality of the foregoing, delayed all proprietary information concerning the Disclosing Party's business, operations, suppliers, products, product manufacture, sale, marketing or withheld)distribution, provide such trade secrets and intellectual property shall be considered Confidential Information by the Receiving Party. Any data or other information relating to its officers, directors, members, managers, employees, agents, attorneys, accountants and consultants, Affiliates, lenders, and potential assignees or resulting from the clinical trials of the Agreement 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. Each such recipient of Confidential Information Product shall be informed by the Party disclosing deemed to be Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisionsSuperGen. In any event, each The Disclosing Party shall be liable use commercially reasonable efforts to designate any written Confidential Information disclosed to the other Party as Confidential Information by prominently marking it "confidential," provided that the failure to so xxxx shall not exclude such written information from the provisions of this Section 13. "Confidential Information" shall not include information: (a) which is or becomes generally available to the public other than as a result of unauthorized disclosure thereof by the Receiving Party; (b) which is lawfully received by the Receiving Party on a nonconfidential basis from a Third Party that is not itself under any obligation of confidentiality or nondisclosure to the Disclosing Party or any other Person with respect to such information; (c) which by written evidence can be shown by the Receiving Party to have been independently developed by or for the Receiving Party; or (d) which the Receiving Party establishes by competent proof was in its possession at the time of disclosure by the other Party) for Party and was not acquired, directly or indirectly from the other Party under any breach obligation of this provision by its Representativesconfidentiality. All Confidential Information information, data and other materials disclosed by one Party to the other pursuant to the Confidentiality Agreement, dated May 2, 1999, shall remain the property of be deemed to have been disclosed by 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.under this Agreement. 13.2

Confidentiality Obligation. If either Party provides confidential information, plainly marked as such on the subject document(s), including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, or and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of its performance of this Agreement, performing under the Agreement or if in negotiating the course of negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, and said information is identified by the disclosing party as Confidential, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with 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 Agreement. Notwithstanding the above, a Party may with the consent of the other Party (such consent not to be unreasonably conditioned, delayed or withheld), provide such Confidential Information to its officers, directors, members, managers, employees, agents, attorneyscontractors, accountants and consultants, Affiliates, lenderslenders (existing or potential), investors (existing or potential) and potential third-party assignees of the Agreement or third-party acquirers of Provider ForeFront Power or its Affiliates (provided and on condition that such potential third-party assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case, case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. 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. The terms of the Agreement (but not its Representativesexecution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3. 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.

Confidentiality Obligation. If either Party provides confidential information, plainly marked as such on It is contemplated that in the subject document(s), including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, or technical information regarding the financing, design, operation and maintenance course of the System or performance of Purchaser’s business this Agreement each Party may, from time to time, disclose proprietary and confidential information to the other (“Confidential Information”) ). Except to the other orextent expressly authorized by this Agreement or otherwise agreed to in writing, if in during the course Term and for a period of its performance five (5) years following the expiration or termination of this Agreement, or if in the course of negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, and said information is identified by the disclosing party as Confidential, the receiving Party shall disclose the other Party’s Confidential Information only to its own (aor its Affiliates’) protect officers, employees, consultants, Third Party service providers, attorneys, accountants, agents, bankers, lenders, prospective lenders and prospective equity investors, and in each case only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement or in accordance with customary permitted practice (such as to seek or maintain financing or credit), and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, neither Party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate) shall be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Section 13 (or, in the case of attorneys, to a duty and obligation of nondisclosure/nonuse pursuant to the applicable rules of the profession). The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate) shall be responsible and liable for any disclosure or use by such Third Party or Affiliate (or its disclosees) which would have violated this Agreement if committed by the Party itself. Neither Party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement or in accordance with the exercise of their rights under this Agreement or in accordance with customary permitted practice (such as to seek or maintain financing or credit) or and, after the Term, by Qualigen only to the extent required to continue to offer and provide goods and services to former Sekisui customers of Products. Each Party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other’s request, promptly shall return or destroy all the Confidential Information from disclosed to the other Party pursuant to this Agreement, including all copies, reflections, analyses and extracts of documents, except for one archival copy (and such electronic copies that exist as part of the Party’s computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement. The non-use and non-disclosure obligations set forth in this Section 13 shall not apply to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such any Confidential Information, except in the negotiation and performance of the Agreement. Notwithstanding the aboveor portion thereof, a Party may with the consent of the other Party (such consent not to be unreasonably conditioned, delayed or withheld), provide such Confidential Information to its officers, directors, members, managers, employees, agents, attorneys, accountants and consultants, Affiliates, lenders, and potential assignees of the Agreement 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. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by its Representatives. 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.Party can demonstrate:

Confidentiality Obligation. If either Party provides confidential information, plainly marked as information and such on designation has been expressly communicated to the subject document(sother Party (it being understood that the terms and conditions of this Agreement shall be deemed to have been designated confidential without further communication), including business plans, strategies, financial information, proprietarypro- prietary, patented, licensed, copyrighted or trademarked information, or and/or technical information regarding the financing, design, operation and maintenance of the System or of PurchaserTown of Bedford’s business (“Confidential Information”) to the other or, if in the course of its performance of this Agreement, performing under the Agreement or if in negotiating the course of negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, and said information is identified by the disclosing party as Confidential, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with 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 Agreement. Notwithstanding the above, a Party may with the consent of the other Party (such consent not to be unreasonably conditioned, delayed or withheld), provide such Confidential Information to its officers, directors, members, managers, employees, agents, attorneys, accountants contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement or acquirers of Provider Lodestar or its Affiliates (provided and on condition that such potential assignees or acquirers be bound by a written agreement restricting use and disclosure of Confidential InformationInfor- mation) (collectively, “Representatives”), in each case, case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. 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. The terms of the Agreement (but not its Representativesexecution or exist- ence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 13.3. 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. Notwithstanding the foregoing, any infor- mation designated as confidential shall no longer be considered confidential five (5) years after it has been communicated to the other Party unless the Party disclosing such information to the other renews in writing its assertion of confidentiality and specifies the information considered to be confidential.

Confidentiality Obligation. If either The Receiving Party provides shall treat as confidential information, plainly marked as such on the subject document(s), including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, or technical information regarding the financing, design, operation and maintenance all of the System or of Purchaser’s business (“Disclosing Party's Confidential Information”) to the other or, if in the course of its performance of Information and shall not use such Confidential Information except as expressly permitted under this Agreement, or if in . Without limiting the course of negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, and said information is identified by the disclosing party as Confidentialforegoing, the receiving Receiving Party shall (a) protect the Confidential Information from disclosure to third parties with use the same degree of care accorded and means that it utilizes to protect its own confidential information of a similar nature, but in any event not less than reasonable care and proprietary informationmeans, and (b) refrain from using such Confidential Information, except in to prevent the negotiation and performance unauthorized use or the disclosure of the Agreement. Notwithstanding the above, a Party may with the consent of the other Party (such consent not to be unreasonably conditioned, delayed or withheld), provide such Confidential Information to its officers, directors, members, managers, employees, agents, attorneys, accountants and consultants, Affiliates, lenders, and potential assignees third parties. The Confidential Information may be disclosed only to employees or contractors of the Agreement or acquirers of Provider or its Affiliates (provided Receiving Party with a "need to know" who are instructed and on condition that such potential assignees be bound by a written agreement restricting agree not to disclose the Confidential Information and not to use and disclosure of the Confidential Information) (collectivelyInformation for any purpose, “Representatives”)except as set forth herein; provided, however, in each casethe case of 3Com, whose access is reasonably necessary. Each such recipient the term "employees or contractors of Confidential Information a Receiving Party" shall be informed by the Party disclosing Confidential Information include employees and contractors of 3Com and its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable Authorized Agents (but with respect to Authorized Agents who are not Affiliates disclosure shall be limited to the other Party) for extent necessary to enable such Authorized Agents to purchase under this Agreement). The Receiving Party shall have appropriate written agreements with any breach such employees or contractors sufficient to comply with the provisions of this provision by its RepresentativesAgreement. All A Receiving Party may not alter, decompile, disassemble, reverse engineer, or otherwise modify any Confidential Information shall remain received hereunder and the property mingling 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 Confidential Information with information of the disclosing PartyReceiving Party shall not affect the confidential nature or ownership of the same as stated hereunder.

Confidentiality Obligation. If either Each Party provides shall, and shall cause its Affiliates to, keep confidential information(a) the existence and content of this Agreement, plainly marked as such on the subject document(s)other Transaction Documents and any related documentation, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted and (b) other information of a non-public nature received from any other Party or trademarked informationits Representatives, or technical information regarding prepared by such Party or its Representatives, exclusively in connection herewith or therewith (collectively, the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) unless in the case of (a) above, the Investors shall mutually agree otherwise in writing, and in the case of (b) above, the Party or Parties to which such nonpublic information relates shall consent in writing; provided that any Party may disclose Confidential Information or permit the disclosure of Confidential Information (A) to the extent legally compelled (including without limitation, pursuant to any applicable tax, securities, or other orLaws of any jurisdiction); provided that such Party shall, if where practicable and to the extent permitted by applicable Laws, provide the other Parties with prompt written notice of that fact, consult with the other Parties regarding such disclosure, and at the request of any other Party, seek (with the cooperation and reasonable efforts of the other Parties) a protective order, confidential treatment or other appropriate remedy; and in any event, such Party shall furnish only that portion of the information which is legally required to be disclosed and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information, (B) to its Representatives, (C) in the course case of an Investor, to its performance auditors, counsel, directors, officers, employees, fund manager, shareholders and partners, and (D) to its current or bona fide prospective investors, investment bankers and any Person Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA has determined that the information (i) is not material and (ii) would likely cause competitive harm to ADC Therapeutics SA if publicly disclosed. otherwise providing substantial debt or equity financing to such Party, in each case of (B) through (D) above, strictly on a need-to-know basis and only where such Party advises each Person to whom any Confidential Information is so disclosed as to the confidential nature thereof and such Person is subject to appropriate nondisclosure obligations substantially similar to those set forth in this AgreementSection 6.5. Notwithstanding the foregoing, or if ADCT shall be permitted to disclose such information as required by the rules and regulations of the New York Stock Exchange and the U.S. Securities and Exchange Commission (as determined by ADCT) without being subject to the obligations in the course proviso in sub-paragraph (A) above. For the avoidance of negotiating this Agreement a Party learns doubt, “Confidential Information regarding Information” does not include information that (i) was already in the facilities or plans possession of the other, and said information is identified receiving Party before such disclosure by the disclosing party Party, (ii) is or becomes available to the public other than as Confidential, a result of disclosure by the receiving Party shall in violation of this Section 6.5, (aiii) protect the Confidential Information from disclosure to third parties with 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 Agreement. Notwithstanding the above, a Party may with the consent of the other Party (such consent not to be unreasonably conditioned, delayed is or withheld), provide such Confidential Information to its officers, directors, members, managers, employees, agents, attorneys, accountants and consultants, Affiliates, lenders, and potential assignees of the Agreement 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. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect becomes available to the other Party) for any breach of this provision by its Representatives. All Confidential Information shall remain the property of the disclosing receiving Party and shall be returned from a third party who has no confidentiality obligations to the disclosing Party Party, or destroyed after (iv) was independently developed by the Representatives of the receiving Party’s need for it has expired or upon the request of the disclosing PartyParty who had no access to any Confidential Information.

Confidentiality Obligation. If either Party provides confidential information, plainly marked as such on the subject document(s), including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, or and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of its performance of this Agreement, performing under the Agreement or if in negotiating the course of negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, and said information is identified by the disclosing party as Confidential, the receiving Party shall (ashall, to the extent permitted under the Maryland Public Information Act, as set forth in the State Government Article of the Annotated Code of Maryland,(a) protect the Confidential Information from disclosure to third parties with 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 Agreement. Notwithstanding the above, a Party may with the consent of the other Party (such consent not to be unreasonably conditioned, delayed or withheld), provide such Confidential Information to its officers, directors, members, managers, employees, agents, attorneys, accountants contractors and consultants, and Affiliates, lenders, and potential assignees of the Agreement 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, case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. 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. The terms of the Agreement (but not its Representatives. All execution or existence) shall be considered Confidential Information shall remain the property for purposes 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.this Article, except as set forth in Section