Common use of Mutual Confidentiality Clause in Contracts

Mutual Confidentiality. The Co-Managers and the Company (together, the "Parties") agree that during the term of the engagement being entered into herein, unless the other party has consented, or unless required by law, an industry regulator, or a court or agency of the government, the Parties will not reveal or disclose any Confidential Information of the other party to any third party, except to utilize such Confidential Information in a manner consistent with customary industry practices in connection with the provision of services under the foregoing letter, and then only to those persons who are under obligations of confidentiality similar to those set forth herein. The term "Confidential Information" means (1) confidential business or technical information or data of the Parties that is competitively and commercially valuable to the Parties and not generally known, or available by legal means, to the competitors of' the Parties or (ii) material nonpublic information about the Parties. To the extent that either party discloses Confidential Information of the other party to its agents, affiliates, representatives, and employees in a manner consistent with the first sentence of the foregoing paragraph, the Parties agree that such disclosing party will be responsible for a breach of this section by its agents, affiliates, representatives, and employees. Following the termination of the foregoing letter and this engagement, all such nonpublic Confidential Information in either party's possession will be promptly returned to the other party at the other party's request. Notwithstanding this requirement, the Parties shall be entitled to retain copies of Confidential Information to the extent that they are required to do so by law, statute or regulation or to comply with internal document retention requirements. Neither the previous paragraph nor any restriction, non-disclosure nor use limitation or other obligation contained in the foregoing letter shall apply to information, data or item of any kind which is: (i) in the public domain, through no action of the disclosing party; (ii) already known by the disclosing party (as can be established by the disclosing party's records); (iii) disclosed to the disclosing party by any person or entity not known by the disclosing party to be under an obligation of confidentiality to the other party; or (iv) independently developed or derived by the disclosing party (as can be established by the disclosing party's records).

Mutual Confidentiality. The CoAll copies of financial information, marketing and sales information, pricing, marketing plans, business plans, financial and business projections, customer lists, methodologies, inventions, software, technology, know-Managers how, product designs, product specifications and drawings, and other confidential and/or proprietary information of a party to this Agreement are hereinafter referred to as "Confidential Information." A party who [*] Certain information on this page has been redacted and filed separately with the Company (together, Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. owns and discloses its Confidential Information is referred to below as a "PartiesDisclosing Party" and a party who receives or is given access to a Disclosing Party's Confidential Information is referred to below as a ") agree Receiving Party." Each party hereto agrees that during the term of the engagement being entered into herein, unless the other party has consented, or unless required by law, an industry regulator, or a court or agency of the government, the Parties will not reveal or disclose any all Confidential Information of another party that is disclosed to such party in the other party course of negotiating the transactions contemplated by this Agreement or conducting due diligence in connection herewith will be held in confidence and will not be used or disclosed by the Receiving Party except for the purposes relating to any third party, except to utilize this Agreement for which such Confidential Information in a manner consistent with customary industry practices in connection with the provision of services under the foregoing letterwas disclosed, and then only to those persons who are under obligations of confidentiality similar to those set forth herein. The term "Confidential Information" means (1) confidential business will be promptly destroyed by the Receiving Party or technical information or data of the Parties that is competitively and commercially valuable returned to the Parties and not generally knownDisclosing Party, or available by legal means, upon the Disclosing Party's written request. No party's employees will be given access to the competitors of' the Parties or (ii) material nonpublic information about the Parties. To the extent that either party discloses Confidential Information of the other another party except on a "need to its agents, affiliates, representatives, know" basis and such employees in a manner consistent with the first sentence shall be informed of the foregoing paragraph, the Parties agree that need to keep such disclosing party will be responsible for a breach of this section by its agents, affiliates, representatives, and employees. Following the termination of the foregoing letter and this engagement, all such nonpublic Confidential Information in either party's possession will be promptly returned to the other party at the other party's requestconfidential. Notwithstanding this requirement, the Parties shall be entitled to retain copies of It is agreed that Confidential Information to the extent that they are required to do so by law, statute or regulation or to comply with internal document retention requirements. Neither the previous paragraph nor any restriction, non-disclosure nor use limitation or other obligation contained in the foregoing letter shall apply to information, data or item of any kind which iswill not include information that: (i) in was known to such Receiving Party before receipt of such information from the public domain, through no action of the disclosing partyDisclosing Party; (ii) already is or becomes generally known by to the disclosing party (as can be established by public through no breach of this Section or any act or omission on the disclosing party's records)part of the Receiving Party; (iii) is disclosed by a third party having the legal right to disclose such information with no obligation of confidence to the disclosing party by any person or entity not known by the disclosing party to be under an obligation of confidentiality to the other partyDisclosing Party; or (iv) is independently developed or derived by the Receiving Party without use of any of the Disclosing Party's Confidential Information. Effective upon the Closing the foregoing provisions of this Section will terminate with respect to any obligation of Buyer to refrain from using or disclosing party (as can be established by or to return to Seller any Confidential Information of Seller that relates to any of the disclosing party's records)Acquired Assets.

Mutual Confidentiality. The Co-Managers Seller and Purchaser hereby covenant and agree that, from and after the date of this Agreement, Seller and their Affiliates and Purchaser and its Affiliates shall keep confidential and not disclose to any other Person or use for their own benefit or the benefit of any other Person any information regarding the Company (together, or the "Parties") agree that during the term terms of this Agreement. The obligation of the engagement being entered into herein, unless parties under this Section 4.2shall not apply to information which: (a) is or becomes generally available to the other party has consented, public without breach of the commitment provided for in this Section 4.3; or unless (b) is required to be disclosed by law, an industry regulator, order or regulation of a court or agency of the governmenttribunal or government authority; provided, however, that in any such case, the Parties will not reveal or party seeking to disclose any Confidential Information of information shall notify the other as early as reasonably practicable prior to disclosure to allow the other party to take appropriate measures to preserve the confidentiality of such information. Notwithstanding the forgoing, each party and their respective employees, representatives and agents may disclose to any third partyand all Persons, except without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all materials of any kind (including opinions and other tax analyses) that are provided to utilize such Confidential Information in a manner consistent with customary industry practices in connection with the provision of services under the foregoing letter, party or such Person relating to such tax treatment and then only tax structure. The authorization to those persons who are under obligations of confidentiality similar to those disclose set forth herein. The term "Confidential Information" means (1) confidential business or technical information or data of the Parties that is competitively and commercially valuable to the Parties and in this Section does not generally known, or available by legal means, to the competitors of' the Parties or (ii) material nonpublic information about the Parties. To the extent that either party discloses Confidential Information of the other party to its agents, affiliates, representatives, and employees in a manner consistent with the first sentence of the foregoing paragraph, the Parties agree that such disclosing party will be responsible for a breach of this section by its agents, affiliates, representatives, and employees. Following the termination of the foregoing letter and this engagement, all such nonpublic Confidential Information in either party's possession will be promptly returned to the other party at the other party's request. Notwithstanding this requirement, the Parties shall be entitled to retain copies of Confidential Information apply to the extent that they are required to do so by law, statute or regulation or non-disclosure is necessary to comply with internal document retention requirements. Neither the previous paragraph nor securities laws, and does not extend to disclosure of any restriction, non-disclosure nor use limitation or other obligation contained in the foregoing letter shall apply to information, data or item of any kind which isincluding: (i) in any portion of any materials to the public domain, through no action extent not related to the tax treatment or tax structure of the disclosing party; transactions contemplated herein, (ii) already known by the disclosing party (as can be established by identities of participants or potential participants in the disclosing party's records); transactions contemplated herein, (iii) disclosed to the disclosing party by existence or status of any person or entity not known by the disclosing party to be under an obligation of confidentiality to the other party; or negotiations, (iv) independently developed any pricing or derived by financial information (except to the disclosing party extent such pricing or financial information is related to the tax treatment or tax structure of the transactions contemplated herein), or (as can be established by v) any other term or detail not relevant to the disclosing party's records)tax treatment or tax structure of the transactions contemplated herein.

Mutual Confidentiality. The CoAll copies of financial information, marketing and sales information, pricing, marketing plans, business plans, financial and business projections, customer lists, methodologies, inventions, software, technology, know-Managers how, product designs, product specifications and drawings, and other confidential and/or proprietary information of a party to this Agreement are hereinafter referred to as “Confidential Information”. A party who owns and discloses its Confidential Information is referred to below as a “Disclosing Party” and a party who receives or is given access to a Disclosing Party’s Confidential Information is referred to below as a “Receiving Party.” Each party hereto agrees that all Confidential Information of another party that is disclosed to such party in the Company course of negotiating the transactions contemplated by this Agreement or conducting due diligence in connection herewith will be held in confidence and will not be used or disclosed by the Receiving Party except (togetheri) for the purposes relating to this Agreement for which such Confidential Information was disclosed, the "Parties"(ii) agree that during the term for purposes of the engagement being entered into hereincomplying with any law or regulation or responding to any subpoena, unless the other party has consented, discovery order or unless required by law, an industry regulator, or similar order of a court or agency other governmental authority or (iii) preparing financial statements or tax or similar returns of the government, the Parties will not reveal or disclose any Confidential Information of the other party to any third such party, except to utilize such Confidential Information in a manner consistent with customary industry practices in connection with the provision of services under the foregoing letter, and then only to those persons who are under obligations of confidentiality similar to those set forth herein. The term "Confidential Information" means (1) confidential business or technical information or data of the Parties that is competitively and commercially valuable to the Parties and not generally known, or available by legal means, to the competitors of' the Parties or (ii) material nonpublic information about the Parties. To the extent that either party discloses Confidential Information of the other party to its agents, affiliates, representatives, and employees in a manner consistent with the first sentence of the foregoing paragraph, the Parties agree that such disclosing party will be responsible for a breach of this section by its agents, affiliates, representatives, and employees. Following the termination of the foregoing letter and this engagement, all such nonpublic Confidential Information in either party's possession will be promptly destroyed by the Receiving Party or returned to the other party at Disclosing Party, upon the Disclosing Party’s written request; provided that a Receiving Party may disclose the other party's request. Notwithstanding this requirement, the Parties shall be entitled to retain copies of ’s Confidential Information to the extent it in good faith determines that they are it is required to do so by applicable law, statute rule regulation, court order or regulation judgment, subpoena or to comply with internal document retention requirements. Neither the previous paragraph nor any restriction, non-disclosure nor use limitation authority or other obligation contained in the foregoing letter shall apply to information, data or item order of any kind other governmental authority or entity, in which iscase the Receiving Party will use good faith efforts to notify the Disclosing Party in advance of such disclosure to afford the Disclosing Party an opportunity to protect its interests. No party’s employees will be given access to Confidential Information of another party except on a “need to know” basis and such employees shall be informed of the need to keep such Confidential Information confidential. It is agreed that Confidential Information will not include information that: (i) in was known to such Receiving Party before receipt of such information from the public domain, through no action of the disclosing partyDisclosing Party; (ii) already is or becomes generally known by to the disclosing party (as can be established by public through no breach of this Section or any act or omission on the disclosing party's records)part of the Receiving Party; (iii) is disclosed by a third party having the legal right to disclose such information with no obligation of confidence to the disclosing party by any person or entity not known by the disclosing party to be under an obligation of confidentiality to the other partyDisclosing Party; or (iv) is independently developed or derived by the Receiving Party without use of any of the Disclosing Party’s Confidential Information. Effective upon the Closing the foregoing provisions of this Section will terminate with respect to any obligation of Purchaser to refrain from using or disclosing party or to return to Seller any Confidential Information of Seller that relates to any of the Purchased Assets and is Confidential Information as of the Closing (“Purchased Asset Confidential Information”) and Seller will thereafter continue to hold such Confidential Information in confidence for so long as can be established it would qualify as Confidential Information in the definition set forth above in this Section; provided, that nothing shall prevent Seller from disclosing or using Purchased Asset Confidential Information after the Closing (i) to the extent that Seller must use or disclose such Purchased Asset Confidential Information to prepare its financial statements or reports or any tax returns, (ii) to the extent Seller is required by any applicable law, rule, regulation, court order, judgment, subpoena, governmental authority or other legal compulsion to disclose such Purchased Asset Confidential Information; and (iii) to the disclosing party's records)extent determined by Seller in good faith in order to comply with its disclosure and reporting requirements under applicable laws, including but not limited to the Securities Exchange Act of 1934, as amended and the Securities Act of 1933, as amended (and all rules and regulations promulgated thereunder) .

Mutual Confidentiality. The CoAll confidential information relating to a Party, any of its Affiliates or third-Managers and the Company party service providers or their respective Representatives (togethercollectively, the "Parties"“Disclosing Party”) agree that during the term of the engagement being entered into herein, unless which is provided or conveyed to the other Party, any of its Affiliates or third-party has consentedservice providers or their respective Representatives (collectively, or unless required by law, an industry regulator, or a court or agency of the government, the Parties will not reveal or disclose any Confidential Information of the other party to any third party, except to utilize such Confidential Information in a manner consistent with customary industry practices “Receiving Party”) in connection with the provision of services under the foregoing letterany Transition Service pursuant to this TSA, including any technical, trade secret or other proprietary information of Disclosing Party, together with any reports, analyses, compilations, memoranda, notes and then only any other writings prepared by Disclosing Party that contain, reflect or are based upon such confidential information relating to those persons who are under obligations of confidentiality similar Disclosing Party, shall be and continue to those set forth herein. The term "Confidential Information" means be kept confidential by Receiving Party (1except (i) confidential business or technical information or data of the Parties that is competitively and commercially valuable pursuant to the Parties and not generally knownorder or demand of any Governmental Entity or Self-Regulatory Organization, as required in any litigation or other proceeding, or available as otherwise required by legal meansApplicable Law or administrative process (in which case, to the competitors of' the Parties extent feasible, Receiving Party shall provide Disclosing Party with prompt notice thereof and cooperate with Disclosing Party so that Disclosing Party may seek a protective order or other appropriate remedy, and Receiving Party shall disclose only that information which in its reasonable judgment it is required to disclose), (ii) material nonpublic for information about that is or becomes generally available to the Parties. To the extent that either party discloses Confidential Information public other than as a result of the other party to its agents, affiliates, representatives, and employees in a manner consistent with the first sentence of the foregoing paragraph, the Parties agree that such disclosing party will be responsible for a breach of this section by its agents, affiliates, representatives, Section 5.01 and employees. Following the termination of the foregoing letter and this engagement, all such nonpublic Confidential Information in either party's possession will be promptly returned to the other party at the other party's request. Notwithstanding this requirement, the Parties shall be entitled to retain copies of Confidential Information (iii) to the extent that they are such information is or has become known to Receiving Party on a non-confidential basis from a source who is not breaching any contractual, legal or fiduciary obligation by making such disclosure), and Receiving Party shall not use the information described in this Section 5.01 for any purpose except (1) as required to do so provide Transition Services hereunder, (2) for financial or Tax reporting or (3) as required by law, statute Applicable Law or any rule or regulation or to comply with internal document retention requirements. Neither the previous paragraph nor any restriction, non-disclosure nor use limitation or other obligation contained in the foregoing letter shall apply to information, data or item of any kind which is: (i) in Governmental Entity or Self-Regulatory Organization. Notwithstanding anything to the public domaincontrary herein, through no action the tax treatment of the disclosing party; (ii) already known transactions contemplated by the disclosing party (this TSA shall not be treated as can be established by the disclosing party's records); (iii) disclosed to the disclosing party by any person or entity not known by the disclosing party to be under an obligation of confidentiality to the other party; or (iv) independently developed or derived by the disclosing party (as can be established by the disclosing party's records)confidential.

Mutual Confidentiality. The Co-Managers (a) For a period of two (2) years from the Termination Effective Date (unless a longer time is explicitly required pursuant to Company Proprietary Agreements, then for such longer time), the Manager shall hold, and shall cause each of its then current officers, employees, agents, consultants and advisors and each of its Subsidiaries and Affiliates and their respective then current officers, employees, agents, consultants and advisors to hold, in strict confidence, and not disclose or release or use, without the prior written consent of the Company (togetherwhich may be withheld in the Company’s sole and absolute discretion, except where disclosure is required by applicable Law), any and all Confidential Information (as defined herein) concerning the Company and its Subsidiaries and Affiliates; provided, that the Manager may disclose, or may permit disclosure of, Confidential Information concerning the Company and its Subsidiaries and Affiliates (i) to each of its then-current officers, employees, agents, consultants and advisors and each of its Subsidiaries and Affiliates and their respective officers, employees, agents, consultants and advisors, who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Manager and in respect of whose failure to comply with such obligations, the "Parties"Manager will be responsible, (ii) agree that during if the term Manager or any of the engagement being entered into herein, unless the other party has consented, its Subsidiaries or unless Affiliates is required by law, an industry regulator, or a court or agency of the government, the Parties will not reveal or compelled to disclose any Confidential Information of the other party to any third party, except to utilize such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or (iii) as necessary in a manner consistent with customary industry practices order to permit Manager or its Affiliates to prepare and disclose its financial statements, tax returns or other required disclosures. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, the Manager shall, unless prohibited by Law or requested in connection with a routine audit or exam of its books and records by any regulatory authority having jurisdiction over it, promptly notify the provision of services under the foregoing letter, and then only to those persons who are under obligations of confidentiality similar to those set forth herein. The term "Confidential Information" means (1) confidential business or technical information or data Company of the Parties existence of such request or demand and shall provide the Company a reasonable opportunity to seek an appropriate protective order or other remedy, which the Company and the Manager will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the Manager shall furnish, or cause to be furnished, only that portion of the Confidential Information that is competitively and commercially valuable to the Parties and not generally known, or available by legal means, to the competitors of' the Parties or (ii) material nonpublic information about the Parties. To the extent that either party discloses Confidential Information of the other party to its agents, affiliates, representatives, and employees in a manner consistent with the first sentence of the foregoing paragraph, the Parties agree that such disclosing party will be responsible for a breach of this section by its agents, affiliates, representatives, and employees. Following the termination of the foregoing letter and this engagement, all such nonpublic Confidential Information in either party's possession will be promptly returned to the other party at the other party's request. Notwithstanding this requirement, the Parties shall be entitled to retain copies of Confidential Information to the extent that they are legally required to do so by law, statute or regulation or be disclosed and shall take commercially reasonable steps to comply with internal document retention requirements. Neither the previous paragraph nor any restriction, non-disclosure nor use limitation or other obligation contained in the foregoing letter shall apply to ensure that confidential treatment is accorded such information, data or item of any kind which is: (i) in the public domain, through no action of the disclosing party; (ii) already known by the disclosing party (as can be established by the disclosing party's records); (iii) disclosed to the disclosing party by any person or entity not known by the disclosing party to be under an obligation of confidentiality to the other party; or (iv) independently developed or derived by the disclosing party (as can be established by the disclosing party's records).

Mutual Confidentiality. The CoAll copies of financial information, marketing and sales information, pricing, marketing plans, business plans, financial and business projections, customer lists, methodologies, inventions, software, technology, know-Managers how, product designs, product specifications and the Company (togetherdrawings, the and other confidential and/or proprietary information of a party to this Agreement are hereinafter referred to as "PartiesConfidential Information." A party who owns and discloses its Confidential Information is referred to below as a ") agree Disclosing Party" and a party who receives or is given access to a Disclosing Party's Confidential Information is referred to below as a "Receiving Party." Each party hereto agrees that during the term of the engagement being entered into herein, unless the other party has consented, or unless required by law, an industry regulator, or a court or agency of the government, the Parties will not reveal or disclose any all Confidential Information of another party that is disclosed to such party in the other party course of negotiating the transactions contemplated by this Agreement or conducting due diligence in connection herewith will be held in confidence and will not be used or disclosed by the Receiving Party except for the purposes relating to any third party, except to utilize this Agreement for which such Confidential Information in a manner consistent with customary industry practices in connection with the provision of services under the foregoing letterwas disclosed, and then only to those persons who are under obligations of confidentiality similar to those set forth herein. The term "Confidential Information" means (1) confidential business will be promptly destroyed by the Receiving Party or technical information or data of the Parties that is competitively and commercially valuable returned to the Parties and not generally knownDisclosing Party, or available by legal means, upon the Disclosing Party's written request. No party's employees will be given access to the competitors of' the Parties or (ii) material nonpublic information about the Parties. To the extent that either party discloses Confidential Information of the other another party except on a "need to its agents, affiliates, representatives, know" basis and such employees in a manner consistent with the first sentence shall be informed of the foregoing paragraph, the Parties agree that need to keep such disclosing party will be responsible for a breach of this section by its agents, affiliates, representatives, and employees. Following the termination of the foregoing letter and this engagement, all such nonpublic Confidential Information in either party's possession will be promptly returned to the other party at the other party's requestconfidential. Notwithstanding this requirement, the Parties shall be entitled to retain copies of It is agreed that Confidential Information to the extent that they are required to do so by law, statute or regulation or to comply with internal document retention requirements. Neither the previous paragraph nor any restriction, non-disclosure nor use limitation or other obligation contained in the foregoing letter shall apply to information, data or item of any kind which iswill not include information that: (i) in was known to such Receiving Party before receipt of such information from the public domain, through no action of the disclosing partyDisclosing Party; (ii) already is or becomes generally known by to the disclosing party (as can be established by public through no breach of this Section or any act or omission on the disclosing party's records)part of the Receiving Party; (iii) is disclosed by a third party having the legal right to disclose such information with no obligation of confidence to the disclosing party by any person or entity not known by the disclosing party to be under an obligation of confidentiality to the other partyDisclosing Party; or (iv) is independently developed or derived by the Receiving Party without use of any of the Disclosing Party's Confidential Information. Effective upon the Closing the foregoing provisions of this Section will terminate with respect to any obligation of Buyer to refrain from using or disclosing party (as can be established by or to return to Seller any Confidential Information of Seller that relates to any of the disclosing party's records)Acquired Assets.

Mutual Confidentiality. The CoAll copies of financial information, marketing and sales information, pricing, marketing plans, business plans, financial and business projections, customer lists, methodologies, inventions, software, technology, know-Managers how, product designs, product specifications and the Company (togetherdrawings, the and other confidential and/or proprietary information of a party to this Agreement are hereinafter referred to as "PartiesConfidential Information") agree . A party who owns and discloses its Confidential Information is referred to below as a "Disclosing Party" and a party who receives or is given access to a Disclosing Party's Confidential Information is referred to below as a "Receiving Party." Each party hereto agrees that during the term of the engagement being entered into herein, unless the other party has consented, or unless required by law, an industry regulator, or a court or agency of the government, the Parties will not reveal or disclose any all Confidential Information of another party that is disclosed to such party in the other party course of negotiating the transactions contemplated by this Agreement or conducting due diligence in connection herewith will be held in confidence and will not be used or disclosed by the Receiving Party except for the purposes relating to any third party, except to utilize this Agreement for which such Confidential Information in a manner consistent with customary industry practices in connection with the provision of services under the foregoing letterwas disclosed, and then only to those persons who are under obligations of confidentiality similar to those set forth herein. The term "Confidential Information" means (1) confidential business will be promptly destroyed by the Receiving Party or technical information or data of the Parties that is competitively and commercially valuable returned to the Parties and not generally knownDisclosing Party, or available by legal means, upon the Disclosing Party's written request. No party's employees will be given access to the competitors of' the Parties or (ii) material nonpublic information about the Parties. To the extent that either party discloses Confidential Information of the other another party except on a "need to its agents, affiliates, representatives, know" basis and such employees in a manner consistent with the first sentence shall be informed of the foregoing paragraph, the Parties agree that need to keep such disclosing party will be responsible for a breach of this section by its agents, affiliates, representatives, and employees. Following the termination of the foregoing letter and this engagement, all such nonpublic Confidential Information in either party's possession will be promptly returned to the other party at the other party's requestconfidential. Notwithstanding this requirement, the Parties shall be entitled to retain copies of It is agreed that Confidential Information to the extent that they are required to do so by law, statute or regulation or to comply with internal document retention requirements. Neither the previous paragraph nor any restriction, non-disclosure nor use limitation or other obligation contained in the foregoing letter shall apply to information, data or item of any kind which iswill not include information that: (i) in was known to such Receiving Party before receipt of such information from the public domain, through no action of the disclosing partyDisclosing Party; (ii) already is or becomes generally known by to the disclosing party (as can be established by public through no breach of this Section or any act or omission on the disclosing party's records)part of the Receiving Party; (iii) is disclosed by a third party having the legal right to disclose such information with no obligation of confidence to the disclosing party by any person or entity not known by the disclosing party to be under an obligation of confidentiality to the other partyDisclosing Party; or (iv) is independently developed or derived by the Receiving Party without use of any of the Disclosing Party's Confidential Information. Effective upon the Closing the foregoing provisions of this Section will terminate with respect to any obligation of Purchaser to refrain from using or disclosing party (as can be established by or to return to Seller any Confidential Information of Seller that relates to any of the disclosing party's records)Purchased Assets.

Mutual Confidentiality. The CoAll copies of financial information, marketing and sales information, pricing, marketing plans, business plans, financial and business projections, customer lists, methodologies, inventions, software, technology, know-Managers how, product designs, product specifications and the Company (togetherdrawings, the "Parties") agree and other confidential and/or proprietary information of a party to this Agreement are hereinafter referred to as “Confidential Information”. A party who owns and discloses its Confidential Information is referred to below as a “Disclosing Party” and a party who receives or is given access to a Disclosing Party’s Confidential Information is referred to below as a “Receiving Party.” Each party hereto agrees that during the term of the engagement being entered into herein, unless the other party has consented, or unless required by law, an industry regulator, or a court or agency of the government, the Parties will not reveal or disclose any all Confidential Information of another party that is disclosed to such party in the other party course of negotiating the transactions contemplated by this Agreement or conducting due diligence in connection herewith will be held in confidence and will not be used or disclosed by the Receiving Party except for the purposes relating to any third party, except to utilize this Agreement for which such Confidential Information in a manner consistent with customary industry practices in connection with the provision of services under the foregoing letterwas disclosed, and then only to those persons who are under obligations of confidentiality similar to those set forth herein. The term "Confidential Information" means (1) confidential business will be promptly destroyed by the Receiving Party or technical information or data of the Parties that is competitively and commercially valuable returned to the Parties and not generally knownDisclosing Party, or available by legal means, upon the Disclosing Party’s written request. No party’s employees will be given access to the competitors of' the Parties or (ii) material nonpublic information about the Parties. To the extent that either party discloses Confidential Information of the other another party except on a “need to its agents, affiliates, representatives, know” basis and such employees in a manner consistent with the first sentence shall be informed of the foregoing paragraph, the Parties agree that need to keep such disclosing party will be responsible for a breach of this section by its agents, affiliates, representatives, and employees. Following the termination of the foregoing letter and this engagement, all such nonpublic Confidential Information in either party's possession will be promptly returned to the other party at the other party's requestconfidential. Notwithstanding this requirement, the Parties shall be entitled to retain copies of It is agreed that Confidential Information to the extent that they are required to do so by law, statute or regulation or to comply with internal document retention requirements. Neither the previous paragraph nor any restriction, non-disclosure nor use limitation or other obligation contained in the foregoing letter shall apply to information, data or item of any kind which iswill not include information that: (i) in was known to such Receiving Party before receipt of such information from the public domain, through no action of the disclosing partyDisclosing Party; (ii) already is or becomes generally known by to the disclosing party (as can be established by public through no breach of this Section or any act or omission on the disclosing party's records)part of the Receiving Party; (iii) is disclosed by a third party having the legal right to disclose such information with no obligation of confidence to the disclosing party by any person or entity not known by the disclosing party to be under an obligation of confidentiality to the other partyDisclosing Party; or (iv) is independently developed or derived by the Receiving Party without use of any of the Disclosing Party’s Confidential Information. Effective upon the Closing the foregoing provisions of this Section will terminate with respect to any obligation of Purchaser to refrain from using or disclosing party (as can be established by or to return to Seller any Confidential Information of Seller that relates to any of the disclosing party's records)Purchased Assets.

Mutual Confidentiality. The Co-Managers Parties shall keep this Agreement and the Company (together, the "Parties") agree that during the term of the engagement being entered into herein, unless the other party has consented, or unless required by law, an industry regulator, or a court or agency of the government, the Parties will Ancillary Agreements confidential and shall not reveal provide access to or disclose any Confidential Information of the other party their respective terms or provisions to any third partyperson or entity other than (a) the Parties respective attorneys, except to utilize such Confidential Information in a manner consistent with customary industry practices accountants, tax advisors (including, as required in connection with the provision preparation of services under the foregoing letterany tax return of any Party), insurers, and then only financial advisors, (b) as required in connection with any claims, negotiations, discussions, proceedings, litigation, or settlement with any insurer, or (c) with respect to those persons who are under obligations any Party, to such Party’s investors, potential investors, or financing sources to the extent reasonably required to comply with any applicable securities laws or requirements of confidentiality similar to those set forth hereinany stock exchange on which any Party is listed or in connection with any policies and procedures of such financing source. The term "Confidential Information" means (1) confidential business or technical information or data of Notwithstanding the foregoing, the Parties that is competitively may disclose the terms and commercially valuable provisions of this Agreement if and to the Parties and not generally knownextent required by applicable law or regulatory requirement in the reasonable opinion of such Party’s legal counsel; and, or available by legal means, to the competitors of' the Parties or (ii) material nonpublic information about the Parties. To the extent that either party discloses Confidential Information of the other party to its agents, affiliates, representatives, and employees if such disclosure is made in a manner consistent which complies with the provisions of this Section 7, the disclosing party shall have no liability to the other Parties for such disclosure. To enable the non-disclosing Parties, at their option, to obtain a protective order or other remedy or to waive compliance with the provisions of this Section 7, if any Party is requested to disclose the terms and provisions of this Agreement or any Ancillary Agreement other than as permitted in the first sentence of the foregoing paragraphthis Section 7, the disclosing Party shall promptly notify the other Parties agree of such request. If the other Parties elect to seek a protective order or other remedy, such Party shall cooperate with and shall not object to, any such action. If the other Parties do not obtain a protective order or other remedy or waive compliance with the provisions of this Section 7, the disclosing Party shall only disclose the portion of this Agreement or such Ancillary Agreement that such disclosing party will be responsible Party is legally required to disclose. This Section 7 shall not prohibit any Party from introducing this Agreement or any Ancillary Agreement as evidence in any action or proceeding for a the enforcement or breach of this section by Agreement. SG Blocks may however, continue to brand the Project, feature it on its agentspromotional, affiliates, representatives, marketing and employees. Following investment materials at its option and under the termination of the foregoing letter terms and this engagement, all such nonpublic Confidential Information in either party's possession will be promptly returned to the other party at the other party's request. Notwithstanding this requirement, the Parties shall be entitled to retain copies of Confidential Information to the extent that they are required to do so by law, statute or regulation or to comply with internal document retention requirements. Neither the previous paragraph nor any restriction, non-disclosure nor use limitation or other obligation contained in the foregoing letter shall apply to information, data or item of any kind which is: (i) in the generally known and public domain, through no action of the disclosing party; (ii) already known by the disclosing party (as can be established by the disclosing party's records); (iii) disclosed to the disclosing party by any person or entity not known by the disclosing party to be under an obligation of confidentiality to the other party; or (iv) independently developed or derived by the disclosing party (as can be established by the disclosing party's records)information for its own promotional purposes.