Common use of Non-Disclosure Obligation Clause in Contracts

Non-Disclosure Obligation. Each party agrees not to use any Confidential Information of the Disclosing Party for any purpose except to evaluate and engage in discussions concerning the Purpose and to execute the Purpose between the parties. Unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party agrees (a) not to disclose, or permit its Affiliates to disclose, other than for purposes associated with the pursuit of the VDA Program, Confidential Information, or the existence of this Agreement and/or the discussions relating to the VDA Program; (b) to use the same degree of care and diligence to protect Confidential Information from disclosure to others as the Receiving Party employs or should reasonably employ to so protect its own information of like confidence (but in no event less than reasonable care); (c) not to use, reproduce, or copy the Confidential Information, in whole or in part except as necessary for the evaluation or conduct of the VDA Program; and (d) to immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to such of the State, the Receiving Party's Affiliates or the employees, consultants, legal and tax advisers, and agents of the Receiving Party or its Affiliates (each a “Receiving Party Representative”), which the Receiving Party reasonably and in good faith believes are needed to be involved in the evaluation or performance of the VDA Program, provided such Receiving Party Representative is informed of this Agreement and agrees to be bound by the terms hereof, and the Receiving Party uses reasonable efforts to cause the Receiving Party Representative to comply with the terms of this Agreement. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it under this Agreement. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement by the Receiving Party. In the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such requirement to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect the confidentiality of such Confidential Information, and in the event such protection is not obtained, the Receiving Party agrees that it will disclose only that portion of the Confidential Information that it is legally required to disclose. The Parties’ obligation of confidentiality shall survive the termination of the VDA Program, the termination of this Agreement, and/or the expiration or termination of Agent’s engagement by the State.

Non-Disclosure Obligation. Each party agrees Except as required by court order, subpoena, or Applicable Law, the Parties will hold in confidence, and will use only for the purposes of completing, maintaining, repairing, modifying, and operating the Project (but not for expansion and all related activities), performing their respective obligations under this Agreement, and obtaining financing for the development of the Project, any and all Confidential Information disclosed to use each other. Neither Party shall otherwise disclose to third parties any Confidential Information without the express written consent of the Disclosing Party for other Party, which consent shall not be unreasonably withheld. The Parties shall at all times use their respective reasonable efforts to keep all Confidential Information and information regarding the terms and conditions of this Agreement confidential, except that Owner is authorized to publicly file this Agreement as necessary in connection with seeking or selling or registering securities (after obtaining the written consent of Design-Builder, which must not be unreasonably withheld or delayed). However, the Parties may disclose Confidential Information to their respective lenders, lenders’ agents, advisors and/or consultants only as reasonably necessary in connection with the financing of the Plant or to enable them to advise the Parties with regard to the Contract Documents and the Project, provided that prior to such disclosure any purpose except party to evaluate and engage in discussions concerning the Purpose and to execute the Purpose between the parties. Unless otherwise agreed to in writing whom Confidential Information is disclosed is informed by the Disclosing Party, the Receiving disclosing Party agrees (a) not to disclose, or permit its Affiliates to disclose, other than for purposes associated with the pursuit of the VDA Program, Confidential Information, or the existence of this Agreement and/or the discussions relating to the VDA Program; (b) to use the same degree of care and diligence to protect Confidential Information from disclosure to others as the Receiving Party employs or should reasonably employ to so protect its own information of like confidence (but in no event less than reasonable care); (c) not to use, reproduce, or copy the Confidential Information, in whole or in part except as necessary for the evaluation or conduct of the VDA Program; and (d) to immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to such of the State, the Receiving Party's Affiliates or the employees, consultants, legal and tax advisers, and agents of the Receiving Party or its Affiliates (each a “Receiving Party Representative”), which the Receiving Party reasonably and in good faith believes are needed to be involved in the evaluation or performance of the VDA Program, provided such Receiving Party Representative is informed of this Agreement confidentiality obligation and agrees to be bound by the terms hereof, and the Receiving Party uses reasonable efforts obligated to cause the Receiving Party Representative to comply with the terms of this Agreement. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it under this Agreement. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement by the Receiving Party. In the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such requirement to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect maintain the confidentiality of such any information received. The term “Confidential Information” will mean (i) confidential or proprietary information regarding the other Party’s business affairs, and in finances, technology, processes, plans or installations, product information, know-how, or other information that is received from the event such protection is not obtained, other Party pursuant to this Agreement or the Receiving Party agrees that it will disclose only that portion of the Confidential Information that it is legally required to disclose. The Parties’ obligation of confidentiality shall survive the termination of the VDA Program, the termination of relationship prior thereto or is developed pursuant to this Agreement, and/or (ii) any and all information concerning the expiration Contract Documents, the Agreement, or termination the terms thereof, and (iii) all information which one Party, directly or indirectly, may acquire from another Party; however, Confidential Information will not include information falling into any of Agent’s engagement by the State.following categories:

Non-Disclosure Obligation. Each party agrees not to use any Confidential Information of the Disclosing Party for any purpose except to evaluate and engage in discussions concerning the Purpose and to execute the Purpose between the parties. Unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party agrees (a) not to disclose, or permit its Affiliates to disclose, other than for purposes associated with the pursuit of the VDA Program, Confidential Information, or the existence of this Agreement and/or the discussions relating to the VDA ProgramProposed Transaction; (b) to use the same degree of care and diligence to protect Confidential Information from disclosure to others as the Receiving Party employs or should reasonably employ to so protect its own information of like confidence (but in no event less than reasonable care); (c) not to use, reproduce, reproduce or copy the Confidential Information, in whole or in part part, except as necessary for the evaluation or conduct of the VDA ProgramProposed Transaction; and (d) to immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to such of the State, the Receiving Party's ’s Affiliates or the employees, consultants, and legal and tax advisers, and agents advisers of the Receiving Party or its Affiliates (each a “Receiving Party Representative”), ) which the Receiving Party reasonably and in good faith believes are needed to be involved in the evaluation or performance of the VDA ProgramProposed Transaction, provided such Receiving Party Representative is informed of this Agreement and agrees to be are bound by non-disclosure provisions similar to the terms hereof, and the Receiving Party uses reasonable best efforts to cause the Receiving Party Representative to comply with observe the terms of this Agreement. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it under this Agreement. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement by the Receiving Party. In the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such requirement to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect the confidentiality of such Confidential Information, and in the event such protection is not obtainedobtained or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees that it will disclose only that portion of the Confidential Information that which it is legally required to disclose. The Parties’ obligation disclose and in doing so, will make every effort to secure confidential treatment of confidentiality shall survive the termination of the VDA Program, the termination of this Agreement, and/or the expiration or termination of Agent’s engagement by the Stateany materials disclosed.

Non-Disclosure Obligation. Each party agrees not to use any Confidential Information of the Disclosing Party for any purpose except to evaluate and engage in discussions concerning the Purpose and to execute the Purpose between the parties. Unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party agrees (a) not to disclose, or permit its Affiliates to disclose, other than disclose the Confidential Information for purposes associated with a period of three (3) years following the pursuit of the VDA Program, Confidential Information, or the existence Term of this Agreement and/or the discussions relating to the VDA ProgramAgreement; (b) to use the same degree of care and diligence to protect such Confidential Information from disclosure to others as the Receiving such Party employs or should reasonably employ to so protect its own information of like confidence importance (but in no event less than reasonable care); (c) not to use, reproduce, reproduce or copy the Confidential Information, in whole or in part part, except as necessary for the evaluation or conduct of the VDA ProgramProposed Relationship; (d) to comply with applicable data privacy laws in relation to processing any personal data that it has or gains access to in connection with the Proposed Relationship; and (de) to immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information information by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to such of the State, the Receiving Party's Affiliates or the employees, consultants, legal and tax advisers, consultants and agents of the Receiving Party or its Affiliates (each a “collectively "Receiving Party Representative”), ") which the Receiving Party reasonably and in good faith believes are needed to be involved in the evaluation or performance of the VDA ProgramProposed Relationship, provided such Receiving Party Representative is informed of this Agreement and agrees to be bound by the terms hereof, and the Receiving Party uses reasonable best efforts to cause the Receiving Party Representative to comply with observe the terms of this Agreement. The Receiving Party can only disclose the Disclosing Party’s Confidential Information to a Customer if the Receiving Party has both of the following at the time the information is shared: (1) a non-disclosure agreement in place with that Customer and (2) written permission to share the information from the Disclosing Party. If iland is the Disclosing Party and the Receiving Party wishes to share iland Confidential Information with a Customer, the Receiving Party shall not reverse-engineersend the request for permission, decompilewhich shall include the name of the Receiving Party’s Customer, or disassemble any software disclosed to it under this Agreementxxxxxxxxxx.xxxxxxxxxx@xxxxx.xxx. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement by the Receiving Party. In the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such requirement request(s) to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect the confidentiality of such Confidential Information, and in the event such protection is not obtainedobtained or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees that it will disclose furnish only that portion of the Confidential Information that which it is legally required to disclose. The Parties’ obligation of confidentiality shall survive the termination of the VDA Program, the termination of this Agreement, and/or the expiration or termination of Agent’s engagement by the Staterequired.

Non-Disclosure Obligation. Each party agrees not to use any During the Term of this Agreement and for five (5) years thereafter (except in respect of trade secrets or Know-How for so long as such Confidential Information remains confidential or non-public), the Party receiving the Confidential Information of the Disclosing other Party for any purpose except to evaluate and engage in discussions concerning the Purpose and to execute the Purpose between the parties. Unless otherwise agreed to in writing by the Disclosing (such receiving Party, the “Receiving Party agrees Party”) shall: (ai) not to disclosekeep confidential, or permit its Affiliates to disclose, other than for purposes associated with the pursuit of the VDA Program, Confidential Information, or the existence of this Agreement and/or the discussions relating to the VDA Program; (b) to use at a minimum the same degree of care and diligence it would exercise to protect Confidential Information from disclosure to others as the Receiving Party employs or should reasonably employ to so protect its own information of like confidence Confidential Information (but and in no event less than a reasonable standard of care); (c) not to use, reproduce, or copy keep confidential the Confidential Information; (ii) not publish, in whole make available or in part except as necessary for otherwise disclose any Confidential Information to any Third Party, without the evaluation or conduct express prior written consent of the VDA Programother Party (the “Disclosing Party”); provided, however, the Receiving Party shall have the right to disclose the Confidential Information to those of its Affiliates, officers, directors, employees, agents, consultants or independent contractors (including Sublicensees) of such Receiving Party who need to know the Confidential Information in connection with this Agreement and the performance thereunder, and are bound by confidentiality obligations with respect to such Confidential Information at least as restrictive as those contained in this Agreement; and (diii) to immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of shall use the Confidential Information by solely in connection with the Receiving Partypurposes of this Agreement (it being understood that this Section 9.1 shall not create or imply any rights or licenses not expressly granted under this Agreement). Notwithstanding the foregoing, the Receiving Party may disclose the obligations of confidentiality and non-use with respect to any trade secret or to Know-How within such Confidential Information to shall survive for so long as such Confidential Information remains confidential or non-public. (i) It shall not be considered a breach of the State, the Receiving Party's Affiliates or the employees, consultants, legal and tax advisers, and agents of Section 9.1(a) if the Receiving Party discloses Confidential Information in order to comply with a lawfully issued court or its Affiliates governmental order, a requirement of Applicable Laws or the rules of any internationally recognized stock exchange; provided that: (each a “Receiving Party Representative”), which i) the Receiving Party reasonably and in good faith believes are needed gives prompt written notice of such disclosure requirement to be involved in the evaluation or performance of the VDA Program, provided such Receiving Party Representative is informed of this Agreement and agrees to be bound by the terms hereof, and the Receiving Party uses reasonable efforts to cause the Receiving Party Representative to comply with the terms of this Agreement. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it under this Agreement. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement by the Receiving Party. In the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party and cooperates with prompt notice of such requirement to enable the Disclosing Party Party’s efforts to seek an appropriate oppose such disclosure or obtain a protective order or to take steps to protect the confidentiality of for such Confidential Information, Information (taking into account and in the event considering Licensor’s capacity and available resources); and (ii) if such protection disclosure requirement is not quashed or a protective order is not obtained, the Receiving Party agrees that it will shall only disclose only that portion those portions of the Confidential Information that it is legally required to disclosedisclose and shall use reasonable efforts to obtain confidential treatment for the disclosed Confidential Information. The Parties’ obligation of confidentiality shall survive the termination This ARTICLE IX supersedes as of the VDA ProgramEffective Date the confidentiality agreement executed by the Parties dated as of xxxx, 2024; provided however that all “Confidential Information” disclosed or received by the termination Parties and their Affiliates thereunder shall be deemed Confidential Information hereunder and shall be subject to the terms and conditions of this Agreement, and/or the expiration or termination of Agent’s engagement by the State.

Non-Disclosure Obligation. Each party agrees not to use any Confidential Information of the Disclosing Party for any purpose except to evaluate and engage in discussions concerning the Purpose and to execute the Purpose between the parties. Unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party agrees (a) not to disclose, or permit its Affiliates to disclose, other than for purposes associated with the pursuit of the VDA Program, Confidential Information, or the existence of this Agreement and/or the discussions relating to the VDA Program; (b) to use the same degree of care and diligence to protect Confidential Information from disclosure to others as the Receiving Party employs or should reasonably employ to so protect its own information of like confidence (but in no event less than reasonable care); (c) not to use, reproduce, use reproduce or copy the Confidential Information, in whole or in part except as necessary for the evaluation or conduct of the VDA Program; and (d) to immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the of the Confidential Information by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to such of the State, the Receiving Party's Affiliates or the employees, consultants, legal and tax advisers, and agents of the Receiving Party or its Affiliates (each a “"Receiving Party Representative”), ") which the Receiving Party reasonably and in good faith believes are needed to be involved in the evaluation or performance of the VDA Program, provided such Receiving Party Representative is informed of this Agreement and agrees to be bound by the terms hereof, and the Receiving Party uses reasonable efforts to cause the Receiving Party Representative to comply with the terms of this Agreement. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it under this Agreement. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement by the Receiving Party. In the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such requirement to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect the confidentiality of such Confidential Information, and in the event such protection is not obtained, the Receiving Party agrees that it will disclose only that portion of the Confidential Information that which it is legally required to disclose. The Parties’ Parties obligation of confidentiality shall survive the termination of the VDA Program, the termination of this Agreement, and/or the expiration or termination of Agent’s engagement by the State.

Non-Disclosure Obligation. Each party agrees not to use any Confidential Information of the Disclosing Party for any purpose except to evaluate and engage in discussions concerning the Purpose and to execute the Purpose between the parties. Unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party agrees (a) not to disclose, or permit its Affiliates to disclose, other than for purposes associated with the pursuit of the VDA Program, Confidential Information, or the existence of this Agreement and/or the discussions relating to the VDA ProgramProposed Transaction; (b) to use the same degree of care and diligence to protect Confidential Information from disclosure to others as the Receiving Party employs or should reasonably employ to so protect its own information of like confidence (but in no event less than reasonable care); (c) not to use, reproduce, reproduce or copy the Confidential Information, in whole or in part part, except as necessary for the evaluation or conduct of the VDA ProgramProposed Transaction; and (d) to immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to such of the State, the Receiving Party's ’s Affiliates or the employees, consultants, legal and tax advisers, and agents of the Receiving Party or its Affiliates (each a “Receiving Party Representative”), ) which the Receiving Party reasonably and in good faith believes are needed to be involved in the evaluation or performance of the VDA ProgramProposed Transaction, provided such Receiving Party Representative is informed of this Agreement and agrees to be bound by the terms hereof, and the Receiving Party uses reasonable best efforts to cause the Receiving Party Representative to comply with observe the terms of this Agreement. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it under this Agreement. The Receiving Party agrees that a breach of this Agreement by a Receiving Party Representative shall constitute a breach of this Agreement by the Receiving Party. In the event that the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Information, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such requirement to enable the Disclosing Party to seek an appropriate protective order or to take steps to protect the confidentiality of such Confidential Information, and in the event such protection is not obtainedobtained or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees that it will disclose only that portion of the Confidential Information that which it is legally required to disclose. The Parties’ obligation of confidentiality shall survive the termination of the VDA Program, the termination of this Agreement, and/or the expiration or termination of Agent’s engagement by the State.