Common use of Treatment of Confidential Information Clause in Contracts

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or Representatives, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), ) which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference to any Confidential Information of the other Party; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (Ai) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (Bii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Ciii) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) The to its Affiliates and to its Related Parties shall not, and shall cause all other (it being understood that the Persons providing Services or having access to information whom such disclosure is made will be informed of the other Party that is known confidential nature of such Information and instructed to keep such Party Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as confidential the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or proprietary regulations or by any subpoena or similar legal process, (the “Confidential Information”d) not to, disclose to any other Person party hereto, (e) in connection with the exercise of any remedies hereunder or useunder any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, except for purposes (f) subject to an agreement containing provisions substantially the same as those of this AgreementSection, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any Confidential Information of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the other Party; provided, however, that the Confidential Information may be used by such Party Borrower or (i) to the extent that such Confidential Information has been (ix) in becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the public domain through no fault of such Party Administrative Agent or any member of such Group Lender or any of their respective Representatives Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from a Loan Party or (ii) later lawfully acquired from any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other sources than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by such Loan Party (or any member Subsidiary, provided that, in the case of information received from a Loan Party or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) as such Person would accord to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that own confidential treatment will be accorded such Confidential Informationinformation.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause their respective Representatives and all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, Party and to the extent not prohibited permitted by applicable Law: (Ai) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (Bii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Ciii) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or Representatives, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), ) which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference to any Confidential Information of the other Party; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (Ai) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (Bii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Ciii) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of parties agree that during the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes term of this Agreement, any and for a period of five (5) years after this Agreement terminates, a party receiving Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that party will (a) maintain in confidence such Confidential Information has been to the same extent such party maintains its own proprietary information; (b) not disclose such Confidential Information to any third party without prior written consent of the other party; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a party is required by law, regulation or court order to disclose Confidential Information of the other party, the party required to make such disclosure shall (i) in promptly send a copy of the public domain through no fault order or notice to the other party not later than ten (10) days before the proposed disclosure or such shorter period of such Party or any member of such Group or any of their respective Representatives or time as may be reasonably practical under the circumstances; (ii) later lawfully acquired from cooperate with the other sources by party if the other party wishes to object or condition such Party disclosure through a protective order or otherwise; (or any member iii) limit the extent of such Party’s Group)disclosure to the minimum required to comply with the order or notice; and (iv) use reasonable efforts to seek confidential treatment (i.e., which sources are not themselves bound by filing “under seal”) for that disclosure. In addition, a confidentiality obligation; provided, further, that each Party party may disclose Confidential Information of the other Partyparty to its Affiliates and employees, to Sublicensees and potential Sublicensees (in the extent not prohibited by applicable Law: (A) case of Licensee), or to its Representatives on a need-to-know basis other third parties who are investors or potential investors in connection with the performance of due diligence or similar investigations or in confidential financing documents, provided, in each case, that any such Party’s obligations under this Agreement; (B) in any reportAffiliate, statementemployee, testimony Sublicensee, potential Sublicensee or other submission required third party investor or potential investor agrees in writing to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) bound by terms of confidentiality and non-use at least as stringent as those set forth in order to comply this Section 11, but with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process no further right to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Partyor otherwise distribute TSRI’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. Each of the Administrative Agent, the Lenders and a L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) The to its Affiliates and to its Related Parties shall not, and shall cause all other (it being understood that the Persons providing Services or having access to information whom such disclosure is made will be informed of the other Party that is known confidential nature of such Information and instructed to keep such Party Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as confidential the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or proprietary regulations or by any subpoena or similar legal process, (the “Confidential Information”d) not to, disclose to any other Person party hereto, (e) in connection with the exercise of any remedies hereunder or useunder any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, except for purposes (f) subject to an agreement containing provisions substantially the same as those of this AgreementSection, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any Confidential Information of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the other Party; provided, however, that the Confidential Information may be used by such Party Borrower or (i) to the extent that such Confidential Information has been (ix) in becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the public domain through no fault of such Party or Administrative Agent, any member of such Group Lender, a L/C Issuer or any of their respective Representatives Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from a Loan Party or (ii) later lawfully acquired from any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other sources than any such information that is available to the Administrative Agent, any Lender or a L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party (or any member Subsidiary, provided that, in the case of information received from a Loan Party or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) as such Person would accord to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that own confidential treatment will be accorded such Confidential Informationinformation.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited permitted by applicable Law: (Ai) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (Bii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Ciii) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons providing or receiving Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) Facilities hereunder not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited permitted by applicable Law: (Ai) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Cii) in order to comply with applicable Law, Law or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by depositionjudicial, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party (to the extent legally permitted) shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, compelled and shall exercise its commercially reasonable best efforts (at such other Party’s expense) to obtain assurance that confidential treatment will shall be accorded such Confidential Information. In the event that a Party becomes legally required (based on advice of counsel) to disclose Confidential Information pursuant to stock exchange rules or securities Laws, the disclosing Party shall allow the other Party a reasonable opportunity to review and comment on the portion of such disclosure containing or reflecting Confidential Information, prior to the disclosure thereof.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause cause, to the fullest extent permitted by applicable Law, all other Persons persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or Representatives, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), ) which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference to any Confidential Information of the other Party; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall shall, to the extent that providing such notice would not violate applicable Law, provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties Notwithstanding any termination of this Agreement, , each of Ballantyne and Strong Global shall nothold, and shall cause members of their respective Groups and their officers, employees, agents, consultants and advisors to hold, in strict confidence (and not to disclose or release or, except as otherwise permitted by this Agreement, use, including for any ongoing or future commercial purpose, without the prior written consent of the Party to whom the Confidential Information relates (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law)), any and all other Persons providing Services Confidential Information concerning or having access belonging to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Partyits Group; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, provided that each Party may disclose disclose, or may permit disclosure of, Confidential Information of the other Party, to the extent not prohibited by applicable Law: (Ai) to its Representatives on respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a needneed to know such Information or auditing and other non-to-know basis commercial purposes and are informed of the obligation to hold such Information confidential and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if any Party or any of its respective Subsidiaries is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with a proceeding brought by a Governmental Entity that it is advisable to do so, (iii) as required in connection with any legal or other proceeding by one Party against any other Party or in respect of claims by one Party against the performance of such Party’s other Party brought in a proceeding, (iv) as necessary in order to permit a Party to prepare and disclose its financial statements in connection with any regulatory filings or tax returns, (v) as necessary for a Party to enforce its rights or perform its obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Cvi) to other Persons in order to comply connection with applicable Lawtheir evaluation of, or in response to any summonsand negotiating and consummating, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, andpotential strategic transaction, to the extent reasonably practicablenecessary in connection therewith, cooperate provided an appropriate and customary confidentiality agreement has been entered into with the other Person receiving such Confidential Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a third party pursuant to clause (ii), (iii), or (v) above, each Party, as applicable, shall promptly notify (to the extent permissible by Law) the Party (at to whom the Confidential Information relates of the existence of such other Party’s expense) request, demand or disclosure requirement and shall provide such affected Party a reasonable opportunity to obtain a seek an appropriate protective order or similar remedy other remedy, which such Party will cooperate in obtaining to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilegethe extent reasonably practicable. In the event that such appropriate protective order or other similar remedy is not obtained, the disclosing Party which faces the disclosure requirement shall furnish only that portion of the Confidential Information that has been legally compelled, is required to be disclosed and shall exercise its take commercially reasonable efforts (at such other Party’s expense) steps to obtain assurance ensure that confidential treatment will be is accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall notExcept as expressly provided in this Agreement, and shall cause all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary neither MUTUAL nor TRIBUTE (the “Confidential InformationObligated Party”) not to, shall use or reveal or disclose to any other Person or use, except for purposes of this Agreement, third parties any Confidential Information of the other Party (the “Owning Party; provided”), howevernor shall the Obligated Party use any Confidential Information of the Owning Party, without first obtaining the prior consent of the Owning Party. The foregoing non-use and non-disclosure obligations shall not apply to Confidential Information of the Owning Party that the Confidential Information may be used Obligated Party can prove by such Party to the extent that such Confidential Information has been competent written evidence: (i) is or becomes in the public domain other than through no fault the default of such the Obligated Party or any member of such Group its Affiliates or any of their respective Representatives or permitted recipients of such Confidential Information, (ii) later lawfully acquired from other sources is already legitimately in the possession of the Obligated Party, (iii) is disclosed to the Obligated Party by such a third party having the right to do so, or (iv) is subsequently and independently developed by employees, agents, consultants, or third parties on behalf of the Obligated Party (or any member Affiliates thereof who had no knowledge of such Party’s GroupConfidential Information; provided that, with respect to Confidential Information related to the Purchased Assets that was the Confidential Information of MUTUAL before the Closing and that became the Confidential Information of TRIBUTE after the Closing as provided in definition of the term “Confidential Information,” none of the foregoing exceptions (other than (i) and (iii), which sources are not themselves bound by a confidentiality obligation; provided, further, that each ) shall apply. The Obligated Party may disclose Confidential Information of the other Owning Party to the Obligated Party’s Affiliates, collaborators, employees, consultants or agents who reasonably require such access and who are bound by non-use and non-disclosure obligations at least as restrictive as those contained in this Agreement. In any event, the Obligated Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own, but no less than reasonable care, to ensure that its employees, consultants and agents do not disclose or make any unauthorized use of the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Owning Party. The Confidential Information, and all copies of part or all thereof, shall be and remain the exclusive property of the Owning Party, such disclosing and the Obligated Party shall provide the other Party with prompt prior written notice of acquire only such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at rights as are expressly set forth in this Agreement and only for as long as such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationrights are in effect.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons providing Services or having access to confidential and proprietary information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that Confidential Information shall not include information (i) previously known by such Person on a non-confidential basis prior to its disclosure; (ii) subsequently made public other than as a result of a disclosure in breach of this Agreement; or (iii) independently developed by such Person (without reference to the Confidential Information may be used by such Party and without using knowledge gained from GE and GE O&G’s previous affiliation prior to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s GroupClosing), which sources are not themselves bound by a confidentiality obligation; and provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited permitted by applicable Law: (Ai) in the case of GE’s Corporate Audit Staff or Technical Accounting Group, to GE’s audit committee after giving Xxxxx Xxxxxx written notice of such disclosure five (5) Business Day in advance of such disclosure; (ii) to its Representatives and Affiliates on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (Biii) in any report, statement, testimony testimony, authorization or approval request, notice, filing or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Civ) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by Law, deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall may furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts in good faith (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties Confidential Information shall not, be treated as strictly confidential by the receiving party. Confidential Information may not be used except as necessary to carry out obligations of the receiving party and shall cause all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose be disclosed to any third party. Notwithstanding any other Person or use, except for purposes provision of this Agreement, Client may file this Agreement with the U.S. Securities and Exchange Commission and any state securities regulator. In addition, this Agreement imposes no obligation upon the parties with respect to Confidential Information of which either party can establish by legally sufficient evidence: (a) was in the possession of, or was rightfully known by the receiving party without an obligation to maintain its confidentiality prior to receipt from the other Partyparty; provided, however, that (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by the receiving party in good faith from a third party having the right to disclose it without an obligation of confidentiality; (d) is independently developed by the receiving party without the participation of individuals who have had access to the Confidential Information may Information; or (e) is required to be used disclosed by such Party Applicable Law, provided notice is promptly given to the extent other party and provided further that such Confidential Information has been diligent efforts are undertaken to limit disclosure. With regard to disclosures under (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Groupe), which sources are not themselves bound where disclosure is required by law, by a confidentiality obligation; providedcourt or administrative body of competent jurisdiction, furtheror by any regulatory body which regulates the conduct of receiving party, that each Party may disclose Confidential Information or is required in defense of the other Partyany claims or causes of action asserted against it, provided that, to the extent not prohibited by applicable Lawpermitted, receiving party shall: (Ai) to its Representatives on a need-to-know basis in connection with give the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course party as much notice as is practicable of any litigation, investigation or administrative proceeding. In the event such requirement so that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar other appropriate remedy may be sought; attempt to cause obtain the other party’s consent to such disclosure; not disclose any more Confidential Information not than is reasonably necessary in the circumstances; assist and cooperate in any appropriate action which the other party may decide to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In take in an effort to limit the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion nature and scope of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such any required disclosure of Confidential Information. Notwithstanding the above exceptions, PFSC shall not disclose Client Portfolio Information except under the circumstances described in subsection (e).

Treatment of Confidential Information. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) The to its Affiliates and to its Related Parties shall not, and shall cause all other (it being understood that the Persons providing Services or having access to information whom such disclosure is made will be informed of the other Party that is known confidential nature of such Information and instructed to keep such Party Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as confidential the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or proprietary regulations or by any subpoena or similar legal process, (the “Confidential Information”d) not to, disclose to any other Person party hereto, (e) in connection with the exercise of any remedies hereunder or useunder any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, except for purposes (f) subject to an agreement containing provisions substantially the same as those of this AgreementSection, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any Confidential Information of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the other Party; provided, however, that the Confidential Information may be used by such Party Borrower or (i) to the extent that such Confidential Information has been (ix) in becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the public domain through no fault of such Party or Administrative Agent, any member of such Group Lender, the L/C Issuer or any of their respective Representatives Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from a Loan Party or (ii) later lawfully acquired from any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other sources than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party (or any member Subsidiary, provided that, in the case of information received from a Loan Party or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) as such Person would accord to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that own confidential treatment will be accorded such Confidential Informationinformation.

Treatment of Confidential Information. (a) The Parties During the Term and for a period of […***…] years thereafter, each Party shall not, and shall cause all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any maintain Confidential Information of the other Party; providedParty in confidence, howeverand shall not disclose, that the Confidential Information may be used by such Party to the extent that divulge or otherwise communicate such Confidential Information has been (i) to any Third Party, or use it for any purpose other than as permitted under this Agreement or in connection with the development, manufacture, marketing, promotion, distribution or sale of the Products pursuant to this Agreement, and each Party agrees to exercise its reasonable efforts to prevent and restrain the unauthorized disclosure of such Confidential Information by any of its directors, officers, employees, or permitted Third Parties. If, in the public domain through no fault opinion of such Party or any member of such Group or the receiving Party’s counsel, any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such the disclosing Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of is required to be disclosed pursuant to law, regulation, or court order, the other Partyreceiving Party shall give the disclosing Party prompt, written notice and, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection practical and consistent with the performance of such receiving Party’s legal obligations under this Agreement; (Bas determined in good faith by counsel to the receiving Party) in any report, statement, testimony or other submission required withhold disclosure to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to allow the disclosing Party in the course of any litigation, investigation or administrative proceedingto take whatever action it reasonably deems necessary to protect its Confidential Information. In the event that a Party becomes legally compelled (based on advice of counseli) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such no protective order or other similar remedy is not obtained, or (ii) the disclosing Party shall waives compliance with the terms of this Article 9 (Confidential Information), or (iii) in the good faith opinion of counsel to the receiving Party, disclosure of the disclosing Party’s Confidential information can or should not be withheld to allow (i) or (ii) above, then in each case the receiving Party will furnish only that portion of the Confidential Information that has been which receiving Party is advised by counsel is legally compelledrequired. Notwithstanding the foregoing, and shall exercise its commercially reasonable efforts (at such other the receiving Party may disclose the disclosing Party’s expense) Confidential Information to obtain assurance the extent that confidential treatment will be accorded such Confidential Information.such:

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of parties agree that during the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes term of this Agreement, any and for a period of five (5) years after expiration or termination of this Agreement, a party receiving Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that party will (a) maintain in confidence such Confidential Information has been to the same extent such party maintains its own proprietary information; (b) not disclose such Confidential Information to any third party without prior written consent of the other party; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a party is required by law, regulation or court order to disclose Confidential Information of the other party, the party required to make such disclosure shall (i) in promptly send a copy of the public domain through no fault order or notice to the other party not later than ten (10) days before the proposed disclosure or such shorter period of such Party or any member of such Group or any of their respective Representatives or time as may be reasonably practical under the circumstances; (ii) later lawfully acquired from cooperate with the other sources by party if the other party wishes to object or condition such Party disclosure through a protective order or otherwise; (or any member iii) limit the extent of such Party’s Group)disclosure to the minimum required to comply with the order or notice; and (iv) use reasonable efforts to seek confidential treatment (i.e., which sources are not themselves bound by filing “under seal”) for that disclosure. In addition, a confidentiality obligation; provided, further, that each Party party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Lawparty: (A) to its Representatives on a needAffiliates and employees, to Sublicensees and potential Sublicensees (in the case of Licensee), provided, in each case, that any such Affiliate, employee, Sublicensee, or potential Sublicensee agrees in writing to be bound by terms of confidentiality and non-to-know basis use at least as stringent as those set forth in this Section 11; and (B) to other third parties who are investors or potential investors in connection with due diligence or similar investigations or in confidential financing documents, provided that any such third party agrees in writing to be bound by reasonable terms of confidentiality and non-use, and provided, further, that Licensee shall not disclose any unpatented or unpublished compound structure or synthetic route within the performance scope of the Licensed Patent Rights unless such Party’s obligations under investor or potential investor agrees in writing to be bound by terms of confidentiality and non-use at least as stringent as those contained in this Agreement; Section 11. In each of the cases described in clauses (A) and (B) in any reportabove, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course recipient of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process TSRI’s Confidential Information shall have no further right to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause distribute such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion any person outside of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Partyrecipient’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationorganization.

Treatment of Confidential Information. Each Party agrees (aand Rose U agrees on behalf of each Designated Sublicensee) The Parties shall notthat all inventions, processes, materials, chemicals, know-how and shall cause ideas and all other Persons providing Services or having access to business, technical and financial information of it obtains from the other Party that is known to such under this Agreement are the confidential property of the disclosing Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes ” of the disclosing Party). Except as expressly allowed in this Agreement, the receiving Party will hold in confidence and not use or disclose any Confidential Information of the other disclosing Party; provided, however, that Rose U and the Designated Sublicensees may disclose information relating to the Xxxxxxx Data (a) to actual or potential Designated Sublicensees (including, for the avoidance of doubt, disclosure by Rose U to Dermira and disclosure by the Designated Sublicensees to each of its or their actual or potential Designated Sublicensees), investors or acquirers, provided that each such actual or potential Designated Sublicensee (including, for the avoidance of doubt, Dermira), investor or acquirer agrees in writing to abide by confidentiality and non-use restrictions similar to those contained in this paragraph, and (b) to consultants, contractors, suppliers and Affiliates, provided that each such consultant, contractor, supplier and Affiliate agrees in writing to abide by confidentiality and non-use restrictions similar to those contained in this paragraph, and (c) to legal, financial, and tax advisors of Rose U or Designated Sublicensees, provided that such advisors are subject to confidentiality obligations with respect to any Confidential Information. No provision of this paragraph shall be interpreted to prevent Rose U or a Designated Sublicensee from making disclosures of Confidential Information may be used by such Party to the extent that such Confidential Information has been regulatory authorities as necessary: (i) in for the public domain through no fault research and development of such Party or any member of such Group or any of their respective Representatives Licensed Products; or (ii) later lawfully acquired from other sources by such Party to seek or obtain patents. Notwithstanding anything to the contrary herein, in recognition of Dermira’s concerns with respect to disclosing to Xxxxxxx the identities of its potential sublicensees of rights to commercialize Licensed Product except in the case that it actually enters into a sublicense with one (or any member in which case a copy of such Party’s Groupthe sublicense must be delivered to Xxxxxxx in accordance with Section 3.5.2 hereof), which sources are not themselves bound by the Parties agree that if Xxxxxxx reasonably believes that such a confidentiality obligation; provided, further, that each Party third party may disclose Confidential Information be using any of the other Party, Xxxxxxx Data in *Confidential Treatment Requested breach of any confidentiality or non-use obligation to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony Rose U or Dermira or sublicense or other submission required authorization provided by Rose U or Dermira, Xxxxxxx may request in writing of Rose U whether Rose U or Dermira disclosed the Xxxxxxx Data to be such third party or an Affiliate or representative thereof, and Rose U shall answer Xxxxxxx’x request, provided that answering such request does not constitute a breach of any legal obligation of Rose U or Dermira to such third party including representing to Xxxxxxx whether Dermira made to such a disclosure. Rose U and Dermira will ensure that any Governmental Authority having jurisdiction over the disclosing Party; non-disclosure or (C) in order to comply other agreement with applicable Lawsuch a third party under which Xxxxxxx Data is disclosed, does not prevent Rose U or Dermira from making such a disclosure in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationcourt order.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of parties agree that during the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes term of this Agreement, any and for a period of [***] years after this Agreement terminates, a party receiving Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that party will (a) maintain in confidence such Confidential Information has been to the same extent such party maintains its own proprietary information, but with no less than a reasonable degree of care; (b) not disclose such Confidential Information to any third party without the other party’s prior written consent; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a party is required by law, regulation or court order to disclose Confidential Information of the other party, the party required to make such disclosure shall (i) in promptly send a copy of the public domain through no fault order or notice to the other party not less than [***] days before the proposed disclosure (or such shorter period of such Party or any member of such Group or any of their respective Representatives or time as may be reasonably practical under the circumstances); (ii) later lawfully acquired from reasonably cooperate with the other sources by party if the other party wishes to object or condition such Party disclosure through a protective order or otherwise; (or any member iii) limit the extent of such Party’s Group)disclosure to the minimum required to comply with the order or notice; and (iv) use reasonable efforts to seek confidential treatment (i.e., which sources are not themselves bound by filing “under seal”) for that disclosure. In addition, a confidentiality obligation; provided, further, that each Party party may disclose Confidential Information of the other Partyparty to its Affiliates and employees, to the extent not prohibited by applicable Law: (A) Sublicensees and potential Sublicensees, to its Representatives on investors or potential investors of a need-to-know basis party in connection with due diligence or similar investigations or in confidential financing documents, to an organization to whom TSRI intends to assign or transfer or does assign or transfer this Agreement or the performance of payment obligations due hereunder to TSRI, provided, in each case, that any such Party’s obligations under this Agreement; (B) agrees in any report, statement, testimony or other submission required writing to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) bound by terms of confidentiality and non-use at least as stringent as those set forth in order to comply this Section 8.1, but with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process no further right to disclose any Confidential Information of or otherwise distribute the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Partyparty’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. Receiving Party agrees during the term of this Agreement and thereafter to take reasonable steps to hold in confidence the Confidential Information. Receiving Party agrees to use the Confidential Information solely to perform the Project hereunder. Receiving Party’s obligations with respect to the Confidential Information also extend to any third party’s proprietary or confidential information disclosed to Receiving Party in the course of providing service to Disclosing Party. This obligation shall survive the termination of this Agreement for a period of two (a2) years. Receiving Party shall retain all Confidential Information in confidence, exercising the same standard of care used by Receiving Party to protect its own confidential and proprietary information but in no event less than reasonable care, to prevent the disclosure of Confidential Information to any unauthorized third party. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information to its employees or agents (“Representatives”) who need to know such Confidential Information in order to perform or further the provision of the Project. Such Representatives shall have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement. Receiving Party shall be responsible for the failure of any of its Representatives to comply with the terms of this Agreement. The Parties shall not, and shall cause all other Persons providing Services or having access term “Confidential Information” will not apply to the extent that the Receiving Party can demonstrate that: such information of the other Disclosing Party that is known is, at the time of disclosure, available to the public; such information of the Disclosing Party as confidential becomes available to the public, by publication or proprietary (the “Confidential Information”) not to, disclose to any other Person or useotherwise, except for purposes by breach of the provisions of this Agreement, Agreement by Receiving Party; such information of the Disclosing Party can be established by written evidence to have been in the possession of the Receiving Party at the time of disclosure; such information of the Disclosing Party is received by the Receiving Party from a third-party without similar restrictions and without breach of this Agreement by Receiving Party; such information of the Disclosing Party was developed by employees or agents of the Receiving Party independently of and without reference to any Confidential Information of the other PartyDisclosing Party (the Receiving Party shall bear the burden of proving such independent development); or the Confidential Information of the Disclosing Party is required to be disclosed by a government agency to further the objectives of this Agreement, by applicable law, rule or regulation, or by a proper court of competent jurisdiction; provided, however, that the Confidential Information may be used by such Receiving Party will use its best efforts to minimize the extent that such Confidential Information has been (i) in the public domain through no fault disclosure of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of information and will consult with and reasonably assist the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain obtaining a protective order or similar remedy prior to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In disclosure at the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion expense of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Disclosing Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall notCeding Company and the Reinsurer (each, and shall cause all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential InformationReceiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and following the Closing Date, the Receiving Party and its Affiliates will not todisclose, disclose to any other Person give, sell, use or use, except for purposes of this Agreement, divulge any Confidential Information of the other party (the “Disclosing Party; provided”) for any purpose or permit their respective Representatives to do the same, however, except that the each Receiving Party may disclose such Confidential Information may be used by such Party or portions thereof (a) if legally compelled to do so, (b) to the extent necessary for the performance of such Receiving Party’s obligations under this Agreement, the Master Transaction Agreement, the Phase 1 Ancillary Agreements and the Phase 2 Ancillary Agreements, (c) to the extent necessary for the enforcement of the rights of such Receiving Party and its Affiliates under this Agreement, the Master Transaction Agreement, the Phase 1 Ancillary Agreements or the Phase 2 Ancillary Agreements, (d) to those of such Receiving Party’s Affiliates and their respective Representatives, and in the case of the Reinsurer, Kohlberg Kravis Xxxxxxx & Co. L.P. and its Affiliates, in each case who need to know such information for the foregoing purposes, (e) as required under any Applicable Law or by any Governmental Authority, (f) as might be necessary for Tax or financial reporting purposes or during the course of external audits, (g) to its retrocessionaires in connection with its retrocession of all or a portion of the risks ceded hereunder in compliance with the terms of this Agreement, or (h) to which the Disclosing Party gives its prior written consent; provided that in the case of clauses (d) and (g) that the Receiving Party may only disclose such Confidential Information has been (i) to Persons who are bound by confidentiality obligations in the public domain through no fault respect of such Confidential Information that are at least as stringent as the confidentiality obligations of the Receiving Party. If the Receiving Party or any member of such Group its Affiliates, or any of their respective Representatives receives a subpoena, regulatory request or (ii) later lawfully acquired from other sources by such Party (or any member court order in respect of such Party’s Group)disclosure, which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Receiving Party shall provide the other Disclosing Party with prompt prior written notice of such requirement, and, to requirement so that the extent reasonably practicable, cooperate with the other Disclosing Party (at such other Party’s expense) to obtain may seek a protective order or similar other remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilegeor waive compliance with this Section 16.10. In the event that such protective order or other similar remedy is not obtained, or the disclosing Disclosing Party waives compliance with this Section 16.10, the Receiving Party or its Affiliates or their respective Representatives, as applicable, shall furnish only that portion of the Confidential Information that has been which is legally compelled, required to be provided and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance assurances that appropriate confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall notEach Party agrees to retain in strict confidence and not disclose, and shall cause all other Persons providing Services divulge or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose otherwise communicate to any other Person or use, except for purposes of this Agreement, Third Party any Confidential Information of the other Party; provided, howeverwhether received prior to, that on or after the Confidential Information may be used by such Party Effective Date, and further agrees not to the extent that use any such Confidential Information has been (i) for any purpose, except pursuant to, and in order to carry out, the public domain through no fault terms and objectives of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group)this Agreement, which sources are not themselves bound by a confidentiality obligation; provided, further, except that each receiving Party may disclose Confidential Information of the other Party to the Representatives of the receiving Party, who, in each case, (a) need to know such Confidential Information for purposes of the extent not prohibited implementation and performance by applicable Law: the receiving Party of this Agreement and (Ab) will use [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. such Confidential Information only for such limited purposes. Each Party hereby agrees to use at least the same standard of care in complying with its confidentiality obligations hereunder as it uses to protect its own Confidential Information of comparable sensitivity (but no less than reasonable care) and to exercise reasonable precautions to prevent and restrain the unauthorized disclosure of such Confidential Information by any of its Representatives. Each Party warrants that each of its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose whom any Confidential Information of the other Party is revealed shall previously have been informed of the confidential nature of such Confidential Information and shall have agreed to maintain its confidentiality under terms no less restrictive than those set forth in this ARTICLE 9. Without limiting the generality of any of the foregoing, the Parties agree not to make any disclosure of the other Party’s Confidential Information that would be reasonably likely to impair the Parties’ ability to obtain U.S. or foreign patents on any patentable invention or discovery described or otherwise embodied in such Confidential Information, such without first obtaining the express permission of the disclosing Party shall provide to do so. The Confidential Information of each Party may include information from Third Parties disclosed by one Party to this Agreement to the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationthis Agreement.

Treatment of Confidential Information. (a) The Parties agree to comply with all Privacy and Security Laws in connection with this Agreement. Such requirement shall notsurvive the termination of this Agreement. Neither Party shall, and each shall cause all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) their Affiliates and subcontractors not to, disclose to any other Person or use, except for purposes of this Agreement, any make Confidential Information of the other Party available in any form to any third party or to use such Confidential Information for any purpose other than to exercise the rights of such Party and its Affiliates’ and subcontractors’ respective rights and perform their respective obligations under this Agreement. Each Party shall, and shall cause its Affiliates to, hold the other Party; provided’s Confidential Information in confidence and to take all reasonable steps to ensure that Confidential Information is not disclosed, howeverdistributed or used by its respective Representatives in breach of this Agreement. Without limiting the foregoing, that each Party shall, and shall cause its Affiliates and subcontractors to, take all precautions, but not less than those employed to protect such Party’s own Confidential Information, to prevent the Confidential Information of the other Party from being disclosed, distributed or used, in whole or in part, by any Person in breach of this Agreement. A Party or its Affiliates may disclose any Confidential Information received from the other Party to their respective Representatives who have a need to know it for purposes of the receiving Party performing its obligations or exercising its rights hereunder, and who agree to protect the received Confidential Information from unauthorized use and disclosure in accordance with this Agreement. This Section 10.10 will not be used by such Party construed to prohibit disclosure of Confidential Information to the extent that such Confidential Information has been disclosure is required by Applicable Law, stock exchange rules or a Governmental Authority (i) including in the public domain through no fault of such Party connection with a report required to be filed with, or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Groupsubmitted to, a Governmental Authority), which sources are not themselves bound by a confidentiality obligation; provided, further, that each (to the extent permitted by law and reasonably practicable) a Party may so compelled to disclose Confidential Information (the “Responding Party”) shall give reasonably prompt written notice to the other Party of receipt of any such request for disclosure and shall have made a reasonable effort, at the other Party’s direction and expense, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice an opportunity to comment on such disclosure in advance and seek a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. Notwithstanding the foregoing obligation of such requirementthe Responding Party, and, to nothing in this Section 10.10 shall limit or restrict the extent reasonably practicable, cooperate with ability of the other Party (to act on its own behalf and at such other Party’s expense) its own expense to obtain a protective order prevent or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In limit the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion required disclosure of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall notEach Party agrees that all inventions, processes, materials, chemicals, know-how and ideas, and shall cause all other Persons providing Services or having access to information of business, technical and financial information, it obtains from the other Party that (which includes disclosures by Xxxxxxx in the case of disclosures by Licensor) is known to such the confidential property of the disclosing Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes ” of the disclosing Party). Except as expressly allowed in this Agreement, the receiving Party will hold in confidence and not use or disclose any Confidential Information of the other disclosing Party; provided, however, that Dermira, its Affiliates and Sublicensees may disclose information relating to the Patent Rights and Technology and the Xxxxxxx Data (a) to actual or potential Sublicensees, investors or acquirers provided that each such actual or potential Sublicensee, investor or acquirer agrees in writing to abide by confidentiality and non-use restrictions similar to those contained in this paragraph, (b) to consultants, contractors, suppliers and Affiliates, provided that each such consultant, contractor, supplier and Affiliate agrees in writing to abide by confidentiality and non-use restrictions similar to those contained in this paragraph, and (c) to legal, financial, and tax advisors of Dermira or its Affiliates or of a Sublicensee, provided that such advisors are subject to confidentiality obligations with respect to any Confidential Information. No provision of this paragraph shall be interpreted to prevent Dermira, its Affiliates or a Sublicensee from making disclosures of Confidential Information may be used by such Party to the extent that such Confidential Information has been Regulatory Authorities as necessary: (i) in for the public domain through no fault research and development of such Party or any member of such Group or any of their respective Representatives Licensed Products; or (ii) later lawfully acquired from other sources by such Party to seek or obtain patents. Furthermore, Licensor agrees (or any member of such Partywithout limitation on Licensor’s Group)obligations under Article 2) that during the Term, which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Licensor shall treat the Patent Rights and Technology as Confidential Information of Dermira. Dermira acknowledges that, pursuant to Section 9.1 of the Xxxxxxx Agreement, if Xxxxxxx reasonably believes that a potential sublicensee of Dermira of rights to commercialize Licensed Product may be using any of the Xxxxxxx Data in breach of any confidentiality or non-use obligation to Dermira or sublicense or other Partyauthorization provided by Dermira, Xxxxxxx may request in writing of Licensor whether Dermira disclosed the Xxxxxxx Data to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection such third party or an Affiliate or representative thereof, and Dermira shall provide Licensor with the performance information for Licensor to answer Xxxxxxx’x request, provided that answering such request does not constitute a breach of any legal obligation of Dermira to such Party’s obligations under this Agreement; (B) in third party, including representing to Licensor whether Dermira made such a disclosure. Dermira will ensure that any report, statement, testimony non-disclosure or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply agreement with applicable Lawsuch a third party under which Xxxxxxx Data is disclosed, or does not prevent Dermira from making such a disclosure in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationcourt order.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of parties agree that during the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes term of this Agreement, any and for a period of 5 years after expiration or termination of this Agreement, a party receiving Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that party will (a) maintain in confidence such Confidential Information has been to the same extent such party maintains its own proprietary information; (b) not disclose such Confidential Information to any third party without prior written consent of the other party; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a party is required by law, regulation or court order to disclose Confidential Information of the other party, the party required to make such disclosure shall (i) in promptly send a copy of the public domain through no fault order or notice to the other party not later than 10 days before the proposed disclosure or such shorter period of such Party or any member of such Group or any of their respective Representatives or time as may be reasonably practical under the circumstances; (ii) later lawfully acquired from cooperate with the other sources by party if the other party wishes to object or condition such Party disclosure through a protective order or otherwise; (or any member iii) limit the extent of such Party’s Group)disclosure to the minimum required to comply with the order or notice; and (iv) use reasonable efforts to seek confidential treatment (i.e., which sources are not themselves bound by filing “under seal”) for that disclosure. In addition, a confidentiality obligation; provided, further, that each Party party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Lawparty: (A) to its Representatives on a needAffiliates and employees, and to Sublicensees, Partners and potential Sublicensees and Partners (in the case of Company), provided, in each case, that any such Affiliate, employee, Sublicensee, Partner, or potential Sublicensee or Partner agrees in writing to be bound by terms of confidentiality and non-to-know basis use at least as stringent as those set forth in this Section 11; and (B) to other third parties who are investors or potential investors in connection with due diligence or similar investigations or in confidential financing documents, provided that any such third party agrees in writing to be bound by reasonable terms of confidentiality and non-use, and provided, further, that Company shall not disclose any unpatented or unpublished method within the performance scope of the Licensed Patent Rights or the Know-How unless such Party’s obligations under investor or potential investor agrees in writing to be bound by terms of confidentiality and non-use at least as stringent as those contained in this Agreement; Section 11. In each of the cases described in clauses (A) and (B) in any reportabove, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course recipient of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process TSRI’s Confidential Information shall have no further right to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause distribute such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilegeany person outside of recipient’s organization. In *** Confidential material redacted and filed separately with the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential InformationCommission.

Treatment of Confidential Information. (a) The Parties Each Party shall not, and shall cause all other Persons under its control (including Affiliates and Representatives) that are providing or receiving the Services or having access to the Facilities or that otherwise have access to information of the other Party that is known to such Party as confidential or proprietary proprietary, including Personally Identifiable Information and Work Product (the “Confidential Information”) ), not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other PartyParty that after the Effective Date (other than such Confidential Information that is generated between the Effective Date and the Disaffiliation Date which is known to the other Party because of their status as Affiliates and which relates to such status) is provided or that becomes known or available pursuant to or as a result of the carrying out of the provisions of this Agreement; provided, however, that the each Party may disclose (subject to applicable Law) Confidential Information may be used by such of the other Party to the extent that Providers and the Recipients and their respective Representatives, in each case who (x) require such Confidential Information has been information in order to perform their duties in connection with this Agreement and (iy) in have agreed to maintain the public domain through no fault confidentiality of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligationinformation consistent with the terms hereof; and provided, further, that each Party may disclose (subject to applicable Law) Confidential Information of the other Party, Party (other than Personally Identifiable Information) if (i) any such Confidential Information is or becomes generally available to the extent not prohibited by applicable Law: public other than (A) to its in the case of the Company, as a result of disclosure by MSS or the other Parent Group Members or any of their respective Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; and (B) in the case of MSS, as a result of disclosure by the Company, any other Company Group Member (after the Effective Date) or any of their respective Representatives, (ii) any such Confidential Information (including any report, statement, testimony or other submission to a Governmental Entity) is required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with by applicable Law, or in response Governmental Order, professional standard of an organization to any summonswhich the Person is a member (such as FINRA), subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation(including, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) without limitation, by deposition, interrogatory, request for documents documents, subpoena, civil investigative demand or similar judicial process) or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not Governmental Entity to be disclosed, including interposing all after prior notice in accordance with Section 7.03(b) has been given to the other Party to the extent such notice is permitted by applicable Law, provided that no such notice is required if prohibited by applicable Law, (iii) any such Confidential Information was or becomes available objections theretoto such Party on a non-confidential basis and from a source (other than a Party to this Agreement or any Affiliate or Representative of such Party) that is not known to you to be subject to a contractual, such as objections based on settlement privilege. In the event that such protective order legal, fiduciary or other similar remedy obligation of confidentiality with respect to such information, (iv) any such Confidential Information is not obtained, independently developed after the Effective Date without reference information that is to be kept confidential under this Article VII or (v) the other Party has provided prior written consent that the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded may disclose such Confidential Information.

Treatment of Confidential Information. (a) The Parties parties hereto shall not, and shall cause all other Persons providing Services or having access to information of the other Party party that is known to such Party Person as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Partyparty; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party party may disclose Confidential Information of the other Partyparty, to the extent not prohibited permitted by applicable Law: Law (Ai) to its Representatives on a need-to-know basis in connection with the performance of such Partyparty’s obligations under this Agreement; , (Bii) in any report, statement, testimony or other submission required to be made to any Governmental Authority Body having jurisdiction over the disclosing Party; party, or (Ciii) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party party in the course of any litigation, investigation or administrative proceeding. In the event that a Party party hereto becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Partyparty, such disclosing Party party shall provide the other Party party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party party (at such other Partyparty’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable best efforts (at such other Partyparty’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall notEach Party shall, and shall cause each of its Affiliates and each of its and their officers, directors and employees to, hold all other Persons providing Services or having access information relating to information the business of the other Party that is known disclosed to such Party as confidential or proprietary it by reason of this Agreement (the “Confidential Information”) confidential, and shall not to, disclose or permit to be disclosed any such Confidential Information to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Partythird party unless legally compelled to disclose such information; provided, however, that a Party may disclose Confidential Information to such Party’s advisors, attorneys, contractors and auditors in connection with the performance or receipt of the Services and Special Projects provided such third parties are bound by confidentiality obligations at least as protective of the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) as set forth in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group)this Section 7.15 and, which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes Person receiving Confidential Information hereunder may become legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other PartyInformation, such disclosing Party Person: (a) may only disclose such information if it shall provide first have used reasonable best efforts to, and, if practicable, shall have afforded the other Party with prompt prior written notice of such requirementthe opportunity to, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a an appropriate protective order or similar remedy to cause such Confidential Information not other satisfactory assurance of confidential treatment for the information required to be so disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that ; and (b) if such protective order or other similar remedy is not obtained, or the disclosing other Party waives such Person’s compliance with the provisions of this Section 7.15, shall only furnish only that portion of the Confidential Information that has been which is legally compelledrequired to be so disclosed. As used herein, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such “Confidential Information.” does not include any information that the receiving Party demonstrates: (i) is or becomes generally available to the public other than as a result of a disclosure by the Party receiving the Confidential Information; (ii) was available to the receiving Party on a non-confidential basis prior to its disclosure by the disclosing Party; or

Treatment of Confidential Information. (a) The Parties Each Party shall not, and shall cause all other Persons under its control (including Affiliates and Representatives) that are providing or receiving the Services or having that otherwise have access to information of the other Party that is known to such Party as confidential or proprietary proprietary, including Personal Information and Work Product (the “Confidential Information”) ), not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other PartyParty that after the date hereof (other than such Confidential Information that is generated between the date hereof and the Disaffiliation Date which is known to the other Party because of their status as Affiliates and which relates to such status) is provided or that becomes known or available pursuant to or as a result of the carrying out of the provisions of this Agreement; provided, however, that the each Party may disclose (subject to applicable Law) Confidential Information may be used by such of the other Party to the extent that Providers and the Recipients and their respective Representatives, in each case who (x) require such Confidential Information has been information in order to perform their duties in connection with this Agreement and (iy) in have agreed to maintain the public domain through no fault confidentiality of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligationinformation consistent with the terms hereof; and provided, further, that each Party may disclose (subject to applicable Law) Confidential Information of the other Party, Party (other than Personal Information) if (i) any such Confidential Information is or becomes generally available to the extent not prohibited by applicable Law: public other than (A) to its in the case of the Company, as a result of disclosure by AIG or the other AIG Group Members or any of their respective Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; and (B) in the case of AIG, as a result of disclosure by the Company, any other Company Group Member or any of their respective Representatives, (ii) any such Confidential Information (including any report, statement, testimony or other submission to a Governmental Entity) is required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with by applicable Law, or in response Governmental Order, professional standard of an organization to any summonswhich the Person is a member, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation(including, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) without limitation, by deposition, interrogatory, request for documents documents, subpoena, civil investigative demand or similar judicial process) or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not Governmental Entity to be disclosed, including interposing all after prior notice in accordance with Section 7.02 has been given to the other Party to the extent such notice is permitted by applicable Law, provided that no such notice is required if prohibited by applicable Law, (iii) any such Confidential Information was or becomes available objections theretoto such Party on a non-confidential basis and from a source (other than a Party to this Agreement or any Affiliate or Representative of such Party) that is not known to such Party to be subject to a contractual, such as objections based on settlement privilege. In the event that such protective order legal, fiduciary or other similar remedy obligation of confidentiality with respect to such information, (iv) any such Confidential Information is not obtained, independently developed after the date hereof without reference to information that is to be kept confidential under this Article VII or (v) the other Party has provided prior written consent that the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded may disclose such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall notExcept as otherwise contemplated by this Agreement or any Transaction Agreement and to the extent permitted or required to implement the transactions contemplated by this Agreement and the other Transaction Agreements, the Ceding Company will keep confidential and will not use or disclose, and shall cause will take all other Persons providing Services reasonable steps to ensure its Representatives do not use or having access to information of disclose, the other Party that is known to such Party as confidential or proprietary (the “Administrator’s Confidential Information”) , and the Administrator will keep confidential and will not touse or disclose, and will take all reasonable steps to ensure its Representatives do not use or disclose, the Ceding Company’s Confidential Information, and the Parties will each keep confidential and will not use or disclose to any other Person or use, except for purposes terms and conditions of this Agreement, any Confidential Information of including the other Exhibits and Schedules hereto, in each case, except (a) to the disclosing Party’s Representatives, auditors or ratings agencies; provided, howeverthat such Representatives, that auditors or ratings agencies are 1007063915v4 made aware of the Confidential Information may be used by such Party provisions of this Section 16.11, (b) to the extent that such Confidential Information the information has been made public by or on behalf of, or with the prior consent of, the non-disclosing Party, (ic) if required in connection with any report required to be filed or submitted with any Governmental Entity, (d) as may be required to be disclosed in the public domain through no fault financial statements of such Party or any member of such Group its Affiliates, (e) as may be required in connection with any dispute resolution proceeding between the Parties in respect hereof; (f) if the information is independently developed by the receiving Party, its Affiliates or any of their respective its Representatives without use or access to the disclosing Party’s Confidential Information, or (iig) later lawfully acquired if the information is rightfully obtained by the receiving Party from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Partythird party without, to the extent not prohibited knowledge of the receiving Party, breach by applicable Law: (A) such third party of a duty of confidentiality of any nature to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) . The Administrator agrees to hold all personal information about proposed, current, and former Policyholders, applicants and beneficiaries of the Reinsured Policies in order to comply confidence in accordance with applicable LawLaw and the Administrator’s privacy policy or policies and shall establish and maintain safeguards against the unauthorized access, destruction, loss or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice alteration of such requirement, and, to information which are no less rigorous than those maintained by the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain Administrator for its own information of a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationnature.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons providing or receiving Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) Facilities hereunder not to, disclose to any other Person (except as expressly permitted herein), or use, access or use (except for purposes of as necessary to discharge such Party’s obligations under this Agreement, and only for such purposes), any Confidential Information confidential information of the other PartyParty (including technical data; business, financial and marketing plans; technology and product roadmaps; present and future product integration plans; information on strategic partnerships and alliances; information on customer, vendor or supplier relationships; contracts and information on actual or pending contractual relationships; trade secrets; any written or recorded correspondence containing confidential information; and other technical and business information) (“Confidential Information”); provided, however, that Confidential Information shall not include information (i) previously known by such Person from an unaffiliated third party on a nonconfidential basis prior to its disclosure; (ii) subsequently made public other than as a result of a disclosure in breach of this Agreement; or (iii) independently developed by such Person (without reference to the Confidential Information may be used and without using any information gained by such Party Person through GE and Xxxxx Hughes’s affiliation prior to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s GroupTrigger Date), which sources are not themselves bound by a confidentiality obligation; and provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited permitted by applicable Law: (A) to its Representatives and Affiliates on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) subject to the next sentence, in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party (excluding in all cases in respect of reporting requirements under the Securities Act and Exchange Act and with respect to any Party’s customary audit requirements); or (C) subject to the next sentence, in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party (to the extent legally permitted) shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts in good faith (at such other Party’s expense) to obtain assurance that confidential treatment will shall be accorded such Confidential Information. For the avoidance of doubt, the restrictions set forth in this ‎Section 10.03‎(a) with respect to the Confidential Information of the other Party shall not limit any confidentiality arrangement between the Parties granted by such other Party to the receiving Party pursuant to any separate written agreement between the Parties. 3 As an illustrative example: if the rate per unit of volume in Contract Year-1 was $1.00/unit and the volume in May of such year were to be 100 units and in June of such year were to be 150, the Service Charges for May and June of Contract Year-1 would be $100 and $150, respectively. In Contract Year-2, the only increase permitted as a result of a Service being performed by one or more subcontractors would be an increase to the rate per unit of volume of no more than 3% (based on the actual increase in costs resulting from the hiring or engagement of such subcontractor(s)) to no more than $1.03/unit. Therefore, if the volume in May of Contract Year-2 were to be 50 units and in June of Contract Year-2 were to be 200 units, the Service Charge for such particular Service in May of Contract Year-2 could be no more than $51.50 (that is up to $1.03 /unit * 50 units) and in June of Contract Year-2 could be no more than $206 (that is up to $1.03/unit * 200 units). [THIS FOOTNOTE IS INTENTIONALLY INCLUDED IN EXECUTED AGREEMENT.]

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of agree that during the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes term of this Agreement, any and for a period of five (5) years after expiration or termination of this Agreement, a Party receiving Confidential Information of the other Party will (a) maintain in confidence such Confidential Information to the same extent such Party maintains its own proprietary information; (b) not disclose such Confidential Information to any third party without prior written consent of the other Party; provided, howeverand (c) not use such Confidential Information for any purposes except those permitted by this Agreement; provided further, that the TSRI shall only disclose Confidential Information may be used by of Licensee to a TSRI trustee, director, officer, faculty member, or other employee on a need to know basis, and shall make such Party disclosure of such Confidential Information only to the extent that necessary to satisfy such Confidential Information has been (i) in need to know. Notwithstanding the public domain through no fault of such foregoing, if a Party is required by law, regulation or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may court order to disclose Confidential Information of the other Party, the Party required to make such disclosure shall (i) promptly send a copy of the order or notice to the other Party not later than ten (10) days before the proposed disclosure or such shorter period of time as may be reasonably practical under the circumstances; (ii) cooperate with the other Party if the other Party wishes to object or condition such disclosure through a protective order or otherwise; (iii) limit the extent not prohibited by applicable Lawof such disclosure to the minimum required to comply with the order or notice; and (iv) use reasonable efforts to seek confidential treatment (i.e., filing “under seal”) for that disclosure. In addition, Licensee may disclose Confidential Information of TSRI: (A) to its Representatives Affiliates and employees, to Sublicensees and potential Sublicensees (in the case of Licensee), provided, in each case, that any such Affiliate, employee, Sublicensee, or potential Sublicensee agrees in writing to be bound by terms of confidentiality and non-use at least as stringent as those set forth in this Section 11; and (B) on a need-to-know confidential basis to other third parties who are investors or potential investors in connection with due diligence or similar investigations or in confidential financing documents. In each of the performance of such Party’s obligations under this Agreement; cases described in clauses (A) and (B) in any reportabove, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course recipient of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process TSRI’s Confidential Information shall have no further right to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause distribute such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion any person outside of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Partyrecipient’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationorganization.

Treatment of Confidential Information. (a) The Parties shall notEach Party shall, and shall cause all other Persons under its Control (including Affiliates and Representatives) that are providing or receiving Services or having access to Facilities or that otherwise have access to information of the other Party that is known to such Party as confidential or proprietary proprietary, including Personally Identifiable Information and Work Product (the “Confidential Information”) not to, maintain in confidence and not use, exploit or disclose to any other Person or usePerson, except for purposes of this Agreement, any Confidential Information of the other PartyParty that after the Closing is provided or that becomes known or available pursuant to or as a result of the carrying out of the provisions of this Agreement; provided, however, that the each Party may disclose (subject to applicable Law) Confidential Information may be used by such of the other Party to Providers and Recipients and their respective Representatives, in each case who (x) require such information in order to perform their duties in connection with this Agreement and (y) have agreed to maintain the extent that such Confidential Information has been (i) in the public domain through no fault confidentiality of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligationinformation consistent with the terms hereof; and provided, further, that each Party may disclose (subject to applicable Law) Confidential Information of the other Party, Party (other than Personally Identifiable Information) if (i) any such Confidential Information is or becomes generally available to the extent not prohibited by applicable Law: public other than (A) to in the case of the Acquiror, as a result of disclosure by the Parent or its Affiliates or any of their respective Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; and (B) in the case of the Parent, as a result of disclosure by the Acquiror, any Acquiror Entity (after the Closing Date) or any of their respective Affiliates or any of their respective Representatives, (ii) any such Confidential Information (including any report, statement, testimony or other submission to a Governmental Authority) is required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with by professional standard, applicable Law, or in response to any summonsGovernmental Order, subpoena or other regulation, legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation(including, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) without limitation, by deposition, interrogatory, request for documents documents, subpoena, civil investigative demand or similar judicial process) or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not Governmental Authority to be disclosed, including interposing all after prior notice in accordance with Section 7.03(b) has been given to the other Party to the extent such notice is permitted by applicable Law, provided, that no such notice is required if prohibited by applicable Law, (iii) any such Confidential Information was or becomes available objections theretoto such Party on a non-confidential basis and from a source (other than a Party to this Agreement or any Affiliate or Representative of such Party) that is not known to be subject to a contractual, such as objections based on settlement privilege. In the event that such protective order legal, fiduciary or other similar remedy is not obtained, the disclosing Party shall furnish only that portion obligation of the confidentiality with respect to such information or (iv) any such Confidential Information is independently developed after the Closing without reference information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) is to obtain assurance that be kept confidential treatment will be accorded such Confidential Informationunder this Article VII.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the including, without limitation, Disclosing Party Customer Information, “Confidential Information”) not to, disclose to any other Person person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or Representatives, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), ) which sources are not themselves bound by a confidentiality obligationobligation or (iii) independently generated without reference to any Confidential Information of the other Party; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (Ai) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (Bii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Ciii) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall notEach of the Sellers, on the one hand, and shall cause all each Buyer and Xxxxxxx, on the other Persons providing Services hand acknowledges that it has or having may have had in the past, currently has and in the future may have access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other parties hereto. Each of the Parties agrees that it will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of the other Party (meaning, with respect to the Sellers, Buyer, and with respect to Buyer, the Sellers), will not disclose such Confidential Information to any Person except Representatives of such Party, provided that these Representatives (other than counsel) agree to the confidentiality provisions of this Section 12.1; provided, however, that the Confidential Information may be used by shall not include such Party to the extent that such Confidential Information has been information as (i) in becomes known to the public domain generally through no fault of such Party or any member of such Group or any of their respective Representatives or the party receiving the Confidential Information (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission is required to be made to disclosed by law or the order of any Governmental Authority having jurisdiction over the provided, that prior to disclosing Party; or any information pursuant to this clause (C) in order to comply with applicable Lawii), or in response to any summonsa Party shall, subpoena or other legal process or formal or informal investigative demand issued if practicable, give prior written notice thereof to the disclosing other Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall and provide the other Party with prompt prior written notice of the opportunity to contest such requirementdisclosure, and, or (iii) the disclosing party reasonably believes is required to the extent reasonably practicable, cooperate be disclosed in connection with the other Party (at such other Party’s expense) to obtain defense of a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilegelawsuit against the disclosing party. In the event that such protective order of a breach or other similar remedy is not obtainedthreatened breach by any Party of the provisions of this Section 12.1 with respect to any Confidential Information, the disclosing other Party shall furnish only be entitled to an injunction restraining such Party from disclosing, in whole or in part that portion Confidential Information. Nothing herein shall be construed as prohibiting a Party from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. Because of the Confidential Information that has been legally compelleddifficulty of measuring economic losses as a result of the breach of the covenants in Section 12.1(a), above, and because of the immediate and irreparable damage that would be caused to a Party as a result of such breach for which it would have no other adequate remedy, each of the Parties agrees that a Party may enforce the provisions of Section 12.1(a) by injunctions and restraining orders against any Party which breaches any of those provisions. The obligations of the Parties under this Section 12.1 shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationsurvive the termination of this Agreement.

Treatment of Confidential Information. (a) The Parties shall not, Stanford and shall cause all other Persons providing Services or having access to information of Fate agree that during the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes Term of this Agreement, any and for a period of five (5) years after this Agreement terminates, a party receiving Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that party will (a) maintain in confidence such Confidential Information has been to the same extent such party maintains its own proprietary information; (b) not disclose such Confidential Information to any third party without prior written consent of the other party; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a party is required by law, regulation or court order to disclose Confidential Information of the other party, the party required to make such disclosure shall (i) in promptly send a copy of the public domain through no fault order or notice to the other party not later than ten (10) days before the proposed disclosure or such shorter period of such Party or any member of such Group or any of their respective Representatives or time as may be reasonably practical under the circumstances; (ii) later lawfully acquired from cooperate with the other sources by party if the other party wishes to object or condition such Party disclosure through a protective order or otherwise; (or any member iii) limit the extent of such Party’s Group)disclosure to the minimum required to comply with the order or notice; and (iv) use reasonable efforts to seek confidential treatment (i.e., which sources are not themselves bound by filing “under seal”) for that disclosure. In addition, a confidentiality obligation; provided, further, that each Party party may disclose Confidential Information of the other Partyparty to its Affiliates and employees, to sublicensees and potential sublicensees (in the extent not prohibited by applicable Law: (A) case of Fate), or to its Representatives on a need-to-know basis other third parties who are investors or potential investors in connection with the performance of due diligence or similar investigations or in confidential financing documents, provided, in each case, that any such Party’s obligations under this Agreement; (B) in any reportAffiliate, statementemployee, testimony sublicensee, potential sublicensee or other submission required third party investor or potential investor agrees to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) bound by terms of confidentiality and non-use no less stringent than those set forth in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationthis Section 15.

Treatment of Confidential Information. (a) The Subject to the terms of this Agreement, the Parties shall not, and shall cause their respective Affiliates and all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, Party and to the extent not prohibited permitted by applicable Lawlaw: (Ai) to its Representatives Affiliates on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (Bii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Ciii) in order to comply with applicable Lawlaw or regulation, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicablepracticable and legally permissible, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties acknowledge that, by reason of their relationship and the provision and receipt of Services, each Party may have access to Confidential Information concerning the other Party’s business, products and services, including the 101 Business. For the avoidance of doubt, any Confidential Information with respect to the 101 Business shall be owned by RemainCo, regardless of whether the SpinCo Group discloses such Confidential Information to RemainCo in the course of its provision of Services under this Agreement. Each Party agrees that it shall not, and shall cause all its Affiliates and its and its Affiliates’ officers, directors, members, managers, partners, employees, agents and other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) personnel not to, use in any way, for their own account or the account of any third party, or disclose to any other Person or usethird party, any such Confidential Information without prior written authorization from the disclosing Party, and in the case of any Confidential Information regarding the 101 Business, RemainCo, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited permitted by applicable Law: (Ai) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Cii) in order to comply with applicable Law, Law or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by depositionjudicial, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party (to the extent legally permitted) shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, compelled and shall exercise its commercially reasonable best efforts (at such other Party’s expense) to obtain assurance that confidential treatment will shall be accorded such Confidential Information. In the event that a Party becomes legally required (based on advice of counsel) to disclose Confidential Information pursuant to stock exchange rules or securities Laws, the disclosing Party shall allow the other Party a reasonable opportunity to review and comment on the portion of such disclosure containing or reflecting Confidential Information, prior to the disclosure thereof.

Treatment of Confidential Information. (a) The Parties shall notExcept as otherwise contemplated by this Agreement or any Transaction Agreement and to the extent permitted or required to implement the transactions contemplated by this Agreement and the other Transaction Agreements, the Ceding Company will keep confidential and will not use or disclose, and shall cause will take all other Persons providing Services reasonable steps to ensure its Representatives do not use or having access to information of disclose, the other Party that is known to such Party as confidential or proprietary (the “Administrator’s Confidential Information”) , and the Administrator will keep confidential and will not touse or disclose, and will take all reasonable steps to ensure its Representatives do not use or disclose, the Ceding Company’s Confidential Information, and the Parties will each keep confidential and will not use or disclose to any other Person or use, except for purposes terms and conditions of this Agreement, any Confidential Information of including the other Exhibits and Schedules hereto, in each case, except (a) to the disclosing Party’s Representatives, auditors or ratings agencies; provided, howeverthat such Representatives, that auditors or ratings agencies are 47182505.8 32 1006845735v24 made aware of the Confidential Information may be used by such Party provisions of this Section 16.11, (b) to the extent that such Confidential Information the information has been made public by or on behalf of, or with the prior consent of, the non-disclosing Party, (ic) if required in connection with any report required to be filed or submitted with any Governmental Entity, (d) as may be required to be disclosed in the public domain through no fault financial statements of such Party or any member of such Group its Affiliates, (e) as may be required in connection with any dispute resolution proceeding between the Parties in respect hereof; (f) if the information is independently developed by the receiving Party, its Affiliates or any of their respective its Representatives without use or access to the disclosing Party’s Confidential Information, or (iig) later lawfully acquired if the information is rightfully obtained by the receiving Party from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Partythird party without, to the extent not prohibited knowledge of the receiving Party, breach by applicable Law: (A) such third party of a duty of confidentiality of any nature to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) . The Administrator agrees to hold all personal information about proposed, current, and former Policyholders, applicants and beneficiaries of the Reinsured Policies in order to comply confidence in accordance with applicable LawLaw and the Administrator’s privacy policy or policies and shall establish and maintain safeguards against the unauthorized access, destruction, loss or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice alteration of such requirement, and, to information which are no less rigorous than those maintained by the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain Administrator for its own information of a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationnature.

Treatment of Confidential Information. (a) The Parties shall notagree that, other than as contemplated by this Agreement and shall cause all other Persons providing Services to the extent permitted or having access required to information of implement the transactions contemplated hereby, the Parties will keep confidential and will not use or disclose the other Party that is known to such Party as confidential Party’s Confidential Information or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes terms and conditions of this Agreement, including, without limitation, the exhibits and schedules hereto, except as otherwise required by Applicable Law or any Confidential Information order or ruling of any state insurance regulatory authority, the Securities and Exchange Commission or any other PartyGovernmental Authority; provided, however, that the Reinsurer may disclose Confidential Information may be used by such Party to its Representatives in connection with the extent that such Confidential Information has been (i) in the public domain through no fault exercise of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligationits rights under Article XII; provided, further, that each Party either party may disclose disclose, with the other party’s written consent, Confidential Information to any person other than its Representatives who agrees to (i) hold such Confidential Information in strict confidence as if such person were a party to this Agreement and (ii) use such Confidential Information solely for the limited purpose of evaluating a potential purchase, merger or Change of Control of such Party. Without limiting the generality of the foregoing, neither the Reinsurer nor any Affiliates of the Reinsurer shall utilize any Confidential Information regarding Policyholders for the purpose of soliciting Policyholders for the sale of any insurance policies or other products or services. The parties agree that any violation or threatened violation of this Section 21.10 may cause irreparable injury to a party and that, in addition to any other remedies that may be available, each party shall be entitled to seek injunctive relief against the threatened breach of the provisions of this Section 21.10, or a continuation of any such breach by the other party or any person provided with Confidential Information, specific performance and other such relief to redress such breach together with damages and reasonable counsel fees and expenses to enforce its rights hereunder. For purposes of this Agreement, “Confidential Information” means all documents and information concerning one Party, any of its Affiliates, the Covered Liabilities or the Reinsured Policies, including any information relating to any person insured directly or indirectly under the Reinsured Policies, furnished to the other Party or such other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis ’s Affiliates or representatives in connection with this Agreement or the performance transactions contemplated hereby, except that Confidential Information shall not include information which: (a) at the time of such disclosure or thereafter is generally available to and known by the public other than by way of a wrongful disclosure by a Party or by any representative of a Party’s obligations under this Agreement; (Bb) in any reportwas available on a nonconfidential basis from a source other than the Parties or their representatives, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing provided that such source is not and was not bound by a confidentiality agreement with a Party; or (Cc) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.was

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) Representatives not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited permitted by applicable Applicable Law: (Ai) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (Bii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Ciii) in order to comply with applicable Law, Applicable Law or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In Notwithstanding anything to the contrary in the preceding sentence, in the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party (to the extent legally permitted) shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information which it is advised by counsel that has been it is legally compelledcompelled to disclose, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall notagree that, other than as contemplated by this Agreement and shall cause all other Persons providing Services to the extent permitted or having access required to information of implement the transactions contemplated hereby, the Parties will keep confidential and will not use or disclose the other Party that is known to such Party as confidential Party’s Confidential Information or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes terms and conditions of this Agreement, including, without limitation, the exhibits and schedules hereto, except as otherwise required by Applicable Law or any Confidential Information order or ruling of any state insurance regulatory authority, the Securities and Exchange Commission or any other PartyGovernmental Authority; provided, however, that the Reinsurer may disclose Confidential Information may be used by such Party to its Representatives in connection with the extent that such Confidential Information has been (i) in the public domain through no fault exercise of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligationits rights under Article XII; provided, further, that each Party either party may disclose disclose, with the other party’s written consent, Confidential Information to any person other than its Representatives who agrees to (i) hold such Confidential Information in strict confidence as if such person were a party to this Agreement and (ii) use such Confidential Information solely for the limited purpose of evaluating a potential purchase, merger or Change of Control of such Party. Without limiting the generality of the foregoing, neither the Reinsurer nor any Affiliates of the Reinsurer shall utilize any Confidential Information regarding Policyholders for the purpose of soliciting Policyholders for the sale of any insurance policies or other products or services. The parties agree that any violation or threatened violation of this Section 21.10 may cause irreparable injury to a party and that, in addition to any other remedies that may be available, each party shall be entitled to seek injunctive relief against the threatened breach of the provisions of this Section 21.10, or a continuation of any such breach by the other party or any person provided with Confidential Information, specific performance and other such relief to redress such breach together with damages and reasonable counsel fees and expenses to enforce its rights hereunder. For purposes of this Agreement, “Confidential Information” means all documents and information concerning one Party, any of its Affiliates, the Covered Liabilities or the Reinsured Policies, including any information relating to any person insured directly or indirectly under the Reinsured Policies, furnished to the other Party or such other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis ’s Affiliates or representatives in connection with this Agreement or the performance transactions contemplated hereby, except that Confidential Information shall not include information which: (a) at the time of such disclosure or thereafter is generally available to and known by the public other than by way of a wrongful disclosure by a Party or by any representative of a Party’s obligations under this Agreement; (Bb) in any reportwas available on a nonconfidential basis from a source other than the Parties or their representatives, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing provided that such source is not and was not bound by a confidentiality agreement with a Party; or (Cc) in order to comply with applicable Lawwas independently developed without violating any obligations under this Agreement and without the use of any Confidential Information. For the purposes of this Agreement, “Change of Control” means the acquisition of ten percent (10%) or more of the voting securities of a Party or any parent of such Party, or in response any other acquisition that is deemed to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course be a Change of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) Control by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information applicable insurance regulatory authorities of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice state of domicile of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. During the Term and for five (a5) The Parties years thereafter, each Party shall not, and shall cause all other Persons providing Services or having access to information maintain Confidential Information (as defined in Section ‎8.2) of the other Party that is known in confidence, and shall not disclose, divulge or otherwise communicate such Confidential Information to others (except for agents, directors, officers, employees, consultants, subcontractors, licensees, sublicensees, partners, Affiliates and advisors who have a need to know such information to perform obligations or exercise rights on behalf of such Party as confidential or proprietary (the collectively, “Confidential InformationAgents”) not tounder obligations of confidentiality no less stringent than those set forth in this ‎ARTICLE VIII) or use it for any purpose other than in connection with the Development, disclose Manufacture, use or Commercialization of Compounds or Products pursuant to any other Person this Agreement or use, except for otherwise to accomplish the purposes of this Agreement, any including exercising its rights or performing its obligations hereunder, and each Party shall exercise Commercially Reasonable Efforts to prevent and restrain the unauthorized disclosure of such Confidential Information by any of the other Party; providedits Agents, however, that the Confidential Information may which efforts shall be at least as diligent as those generally used by such Party to the extent that such Confidential Information has been (i) in the public domain through protecting its own confidential and proprietary information, and in any event no fault less than reasonable efforts. Each Party will be responsible for any breach of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources this ‎ARTICLE VIII by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each its Agents. Either receiving Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: disclosing Party (Aa) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) Authorities in order to comply with applicable LawLaws, respond to inquiries, requests or investigations by Governmental Authorities, including filing, prosecuting or maintaining Patent Rights as permitted by this Agreement; (b) to comply with the regulations or requirements of any stock exchange; (c) to the extent useful to Develop, Manufacture, use or Commercialize any Compound or Product, including making regulatory filings for any Compound or Product, in response accordance with this Agreement; (d) to the extent necessary or useful in order to defend or prosecute litigation; and (e) to potential and actual bona fide investors, acquirors and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition or collaboration; provided that (x) with respect to any summonsdisclosure in accordance with Section ‎8.1(a), subpoena (b) or other legal process or formal or informal investigative demand issued (d), the receiving Party shall promptly provide prior notice of such disclosure to the disclosing Party and use Commercially Reasonable Efforts to avoid or minimize the degree of such disclosure, (y) with respect to any disclosure in accordance with Section ‎8.1(a) or (d), the course receiving Party will use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts, and (z) with respect to any litigationdisclosure in accordance with Section ‎8.1(e), investigation or administrative proceeding. In the event that a receiving Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process shall obtain the same confidentiality obligations from any Third Parties to disclose any which it discloses the Confidential Information of the other Party, such disclosing Party shall provide the other Party as it obtains with prompt prior written notice respect to its own similar types of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelledconfidential information, and in any event such obligations shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationno less stringent than those set forth in this ‎ARTICLE VIII.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause their respective Affiliates and all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, Party and to the extent not prohibited permitted by applicable Lawlaw: (Ai) to its Representatives Affiliates on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (Bii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Ciii) in order to comply with applicable Lawlaw, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall notCedant and the Reinsurer (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and following the Closing Date, (i) subject to clause (ii) of this Section 18.16(a), the Receiving Party will, and shall will cause all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not its respective Affiliates and Representatives to, disclose to any other Person or use, except for purposes of this Agreement, use any Confidential Information of the other party and its Affiliates (the “Disclosing Party”) solely in connection with the transactions contemplated by this Agreement, the Trust Agreement and the Security and Control Agreement and (ii) the Receiving Party will not, and will not permit its respective Affiliates to, disclose, give, sell or divulge any Confidential Information of the Disclosing Party for any purpose or permit its Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (A) if legally compelled to do so, (B) to the extent necessary for the performance of such Receiving Party’s obligations under this Agreement, the Trust Agreement and the Security and Control Agreement, (C) to the extent necessary for the enforcement of the rights of such Receiving Party and its Affiliates under this Agreement, the Trust Agreement and the Security and Control Agreement, (D) as required in connection with any retrocession of the Reinsured Liabilities permitted under this Agreement, (E) to those of such Receiving Party’s Affiliates, and to their respective Representatives in each case who need to know such information for the foregoing purposes or (F) as required under any applicable Law, any rules or regulations of any applicable stock exchange, or by any Governmental Authority; provided, howeverin the case of clause (D), that (i) the Confidential Information Receiving Party may be used by such Party to the extent that only disclose such Confidential Information has been (i) in the public domain through no fault connection with any retrocession to a counterparty that is bound by confidentiality obligations in respect of such Confidential Information that are at least as stringent as the confidentiality obligations of the Receiving Party under this Agreement (the “Retrocession Confidentiality Obligations”) and (ii) the Receiving Party shall take all steps necessary, at the Receiving Party’s sole expense, to enforce its rights in respect of such Retrocession Confidentiality Obligations. If the Receiving Party or any member of such Group its Affiliates, or any of their respective Representatives become legally compelled or (ii) later lawfully acquired from other sources required by such Party (applicable Law or Governmental Authority to disclose any member of such Party’s Group)Confidential Information, which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Receiving Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations practicable and allowed under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Disclosing Party with prompt prior written notice of such requirement, and, to requirement so that the extent reasonably practicable, cooperate with the other Disclosing Party (at such other Party’s expense) to obtain may seek a protective order or similar other remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilegeor waive compliance with this Section 18.16. In the event that such protective order or other similar remedy is not obtained, or the disclosing Disclosing Party waives compliance with this Section 18.16, the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of the Confidential Information that has been which it reasonably believes is legally compelled, required to be provided and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance assurances that appropriate confidential treatment will be accorded such Confidential Information. Notwithstanding anything in this Section 18.16 to the contrary, the parties acknowledge and agree that each party may share any Confidential Information of the other party with (A) any Governmental Authority charged with the supervision of insurance companies or (B) the Internal Revenue Service or any other taxing authority as each party deems necessary or advisable in its good faith judgment.

Treatment of Confidential Information. (a) The Parties shall notagree that, other than as contemplated by this Agreement and shall cause all other Persons providing Services to the extent permitted or having access required to information of implement the transactions contemplated hereby, the Parties will keep confidential and will not use or disclose the other Party that is known to such Party as confidential Party’s Confidential Information or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes terms and conditions of this Agreement, including, without limitation, the exhibits and schedules hereto, except as otherwise required by Applicable Law or any Confidential Information order or ruling of any state insurance regulatory authority, the Securities and Exchange Commission or any other PartyGovernmental Authority; provided, however, that the Reinsurer may disclose Confidential Information may be used by such Party to its Representatives in connection with the extent that such Confidential Information has been (i) in the public domain through no fault exercise of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligationits rights under Article XII; provided, further, that each Party either party may disclose disclose, with the other party’s written consent, Confidential Information to any person other than its Representatives who agrees to (i) hold such Confidential Information in strict confidence as if such person were a party to this Agreement and (ii) use such Confidential Information solely for the limited purpose of evaluating a potential purchase, merger or Change of Control of such Party. Without limiting the generality of the foregoing, neither the Reinsurer nor any Affiliates of the Reinsurer shall utilize any Confidential Information regarding Policyholders for the purpose of soliciting Policyholders for the sale of any insurance policies or other products or services. The parties agree that any violation or threatened violation of this Section 21.10 may cause irreparable injury to a party and that, in addition to any other remedies that may be available, each party shall be entitled to seek injunctive relief against the threatened breach of the provisions of this Section 21.10, or a continuation of any such breach by the other party or any person provided with Confidential Information, specific performance and other such relief to redress such breach together with damages and reasonable counsel fees and expenses to enforce its rights hereunder. For purposes of this Agreement, “Confidential Information” means all documents and information concerning one Party, any of its Affiliates, the Covered Liabilities or the Reinsured Policies, including any information relating to any person insured directly or indirectly under the Reinsured Policies, furnished to the other Party or such other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis ’s Affiliates or representatives in connection with this Agreement or the performance transactions contemplated hereby, except that Confidential Information shall not include information which: (a) at the time of such disclosure or thereafter is generally available to and known by the public other than by way of a wrongful disclosure by a Party or by any representative of a Party’s obligations under this Agreement; (Bb) in any reportwas available on a nonconfidential basis from a source other than the Parties or their representatives, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing provided that such source is not and was not bound by a confidentiality agreement with a Party; or (Cc) in order to comply with applicable Law, or in response to was independently developed without violating any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, obligations under this Agreement and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.without the

Treatment of Confidential Information. (a) The Parties shall notparties agree that […***…], and shall cause all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any a party receiving Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that party will (a) maintain in confidence such Confidential Information has been to the same extent such party maintains its own proprietary information; (b) not disclose such Confidential Information to any Third Party without prior written consent of the other party; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a party is required by law, regulation or court order to disclose Confidential Information of the other party, the party required to make such disclosure shall (i) in limit the public domain through no fault of such Party same to the minimum required to comply with the law or any member of such Group or any of their respective Representatives or court order, (ii) use reasonable efforts to attempt to seek confidential treatment for that disclosure, and (iii) prior to making such disclosure that party shall send a copy of the order or notice to the other party, not later lawfully acquired from other sources by such Party than […***…] (or any member such shorter period of time as may be reasonably practicable under the circumstances) before the disclosure and reasonably cooperate with the other party in order to allow that other party to comment and/or to obtain a protective or other order, including extensions of time and the like, with respect to such Party’s Group)disclosure. In addition, which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party party may disclose Confidential Information of the other Partyparty to employees or consultants, to Affiliates, Sublicensees and potential Sublicensees (in the extent not prohibited by applicable Law: (A) case of Licensee), or to its Representatives on a need-to-know basis other Third Parties in connection with due diligence or similar investigations by such Third Parties or potential Third Party investors in confidential financing documents, provided, in each case, that any such employee, consultant, Affiliate, Sublicensee, potential Sublicensee or other Third Party agrees in writing to be bound by terms of confidentiality and non-use at least as stringent as those set forth in this Section 11, but with no further right to disclose or otherwise distribute the performance of such Partyother party’s Confidential Information. Notwithstanding anything to the contrary in this Agreement, TSRI has the right to disclose Licensee’s Confidential Information to an organization to whom TSRI will or intends to assign or transfer this Agreement or the payment obligations due to TSRI under this Agreement; (B) Agreement for monetization purposes, provided that such organization agrees in any report, statement, testimony or other submission required writing to be made bound by terms of confidentiality with respect to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Licensee’s Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a least as protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationthose set forth in this Section 11.1.

Treatment of Confidential Information. During the Term and for [***] (a[***]) The Parties [***] thereafter, each Party shall not, and shall cause all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any maintain Confidential Information of the other Party; providedParty in confidence, howeverand shall not disclose, that the divulge, or otherwise communicate such Confidential Information to others or use it for any purpose other than in performance of its obligations or exercise of its rights pursuant to this Agreement, except that each Party may be disclose such Confidential Information to its agents, directors, officers, employees, consultants, subcontractors, Affiliates and advisors (collectively, “Agents”) under written obligations of confidentiality at least as stringent as the confidentiality provisions set forth in this Article IX and with a need to know such information to perform such obligations or exercise such rights on behalf of the disclosing Party. Each Party shall exercise efforts that are at least as diligent as those generally used by such Party in protecting its own confidential and proprietary information (but no less Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the extent that Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. than reasonable efforts), to prevent and restrain the unauthorized disclosure or use of such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or by any of their respective Representatives or (ii) later lawfully acquired from other sources its Agents. Each Party will be responsible for a breach of this Article IX by such Party (or any member of such Party’s Group)its Agents. For clarity, which sources are not themselves bound by a confidentiality obligation; provided, further, that each either Party may disclose Confidential Information of the other PartyParty (a) to Regulatory Authorities, to the extent not prohibited by applicable Law: (A) necessary to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations obtain or maintain INDs or Regulatory Approvals for any Licensed Product as permitted under this Agreement; (Bb) to outside consultants, scientific advisory boards, managed care organizations, and non-clinical and clinical investigators (in any reporteach case, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Cthan ROCHE Entities which are not then Affiliates hereunder) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing extent necessary to Research, Develop or Commercialize any Collaboration Compound or Licensed Product, provided that such Party shall obtain confidentiality obligations from such Third Parties at least as stringent as the confidentiality provisions set forth in this ARTICLE IX; and (c) to the course extent necessary to prosecute and enforce ROCHE Patent Rights, SYNTA Patent Rights or Joint Patent Rights; in each of any litigationthe foregoing cases, investigation or administrative proceedingsolely to the extent applicable to such Party’s activities under this Agreement. In the event that a Party becomes legally compelled (based on advice of counsel) by depositionFor clarity, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to ROCHE may disclose any Confidential Information of the other PartySYNTA to Chugai, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, solely to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not necessary for Chugai to be disclosedable to determine whether to Develop or Commercialize any Licensed Compound or Licensed Product on ROCHE’s behalf hereunder, including interposing all available objections thereto, such provided that ROCHE shall obtain confidentiality obligations from Chugai at least as objections based on settlement privilege. In stringent as the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationconfidentiality provisions set forth in this ARTICLE IX.

Treatment of Confidential Information. During the Term and thereafter, each Party (athe “Receiving Party”) The Parties shall not, and shall cause all other Persons providing Services or having access to information maintain Confidential Information (as defined in Section 8.2) of the other Party that is known to such Party as confidential or proprietary (the “Confidential InformationDisclosing Party”) in confidence, and shall not todisclose, disclose divulge or otherwise communicate such Confidential Information to any other Person or use, others (except for purposes agents, directors, officers, employees, consultants, subcontractors, licensees, partners, Affiliates that are permitted sublicensees hereunder and advisors (collectively, “Agents”), in each case solely to the extent such Agents require such access to Confidential Information in order for the Receiving Party to fulfill its obligations or exercise its rights hereunder, and under obligations of confidentiality at least as protective of the Disclosing Party and its interest in its Confidential Information as the terms set forth in this Article VIII) and during such period the Receiving Party shall exercise reasonable efforts to prevent and restrain the unauthorized use and unauthorized disclosure of the Disclosing Party’s Confidential Information by any of the Receiving Party’s Agents, which reasonable efforts shall be at least as diligent as those generally used by the Receiving Party in protecting its own confidential and proprietary information of similar importance. Each Party will be responsible for a breach of this Agreement, any Article VIII by its Agents. Neither Party shall use Confidential Information of the other Party; providedParty for any purpose other than the performance of its obligations and the exercise of its rights or licenses granted or permitted under this Agreement. For clarity, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each either Party may disclose Confidential Information of the other Party, Party to Governmental Authorities (a) to the extent not prohibited by applicable Law: necessary to exercise its rights and licenses hereunder and (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Cb) in order to comply with applicable Lawrespond to inquiries, requests or in response to any summonsinvestigations by Governmental Authorities. For the avoidance of doubt, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information each member of the other PartyJRDC shall be required to execute a written confidentiality agreement in which each such member acknowledges the confidential nature of the reports, such disclosing Party shall provide data and material obtained or generated by the other Party with prompt prior written notice JRDC and the obligation of such requirement, and, member to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause maintain such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationin strict confidence.

Treatment of Confidential Information. (a) The Parties shall notCeding Company and the Reinsurer (each, and shall cause all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential InformationReceiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and following the Phase 1 Closing Date, the Receiving Party and its Affiliates will not todisclose, disclose to any other Person give, sell, use or use, except for purposes of this Agreement, divulge any Confidential Information of the other party (the “Disclosing Party; provided”) for any purpose or permit their respective Representatives to do the same, however, except that the each Receiving Party may disclose such Confidential Information may be used by such Party or portions thereof (i) if legally compelled to do so, (ii) to the extent necessary for the performance of such Receiving Party’s obligations under this Agreement, the Master Transaction Agreement, the Phase 1 Ancillary Agreements and the Phase 2 Ancillary Agreements, (iii) to the extent necessary for the enforcement of the rights of such Receiving Party and its Affiliates under this Agreement, the Master Transaction Agreement, the Phase 1 Ancillary Agreements or the Phase 2 Ancillary Agreements, (iv) to those of such Receiving Party’s Affiliates and their respective Representatives, and in the case of the Reinsurer, Kohlberg Kravis Xxxxxxx & Co. L.P. and its Affiliates, in each case who need to know such information for the foregoing purposes, (v) as required under any Applicable Law or by any Governmental Authority, (vi) as might be necessary for Tax or financial reporting purposes or during the course of external audits, (vii) to its retrocessionaires in connection with its retrocession of all or a portion of the risks ceded hereunder in compliance with the terms of this Agreement, or (viii) to which the Disclosing Party gives its prior written consent; provided that in the case of clauses (iv) and (vii) that the Receiving Party may only disclose such Confidential Information has been (i) to Persons who are bound by confidentiality obligations in the public domain through no fault respect of such Confidential Information that are at least as stringent as the confidentiality obligations of the Receiving Party. If the Receiving Party or any member of such Group its Affiliates, or any of their respective Representatives receives a subpoena, regulatory request or (ii) later lawfully acquired from other sources by such Party (or any member court order in respect of such Party’s Group)disclosure, which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Receiving Party shall provide the other Disclosing Party with prompt prior written notice of such requirement, and, to requirement so that the extent reasonably practicable, cooperate with the other Disclosing Party (at such other Party’s expense) to obtain may seek a 50 protective order or similar other remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilegeor waive compliance with this Section 16.10. In the event that such protective order or other similar remedy is not obtained, or the disclosing Disclosing Party waives compliance with this Section 16.10, the Receiving Party or its Affiliates or their respective Representatives, as applicable, shall furnish only that portion of the Confidential Information that has been which is legally compelled, required to be provided and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance assurances that appropriate confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of parties agree that during the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes term of this Agreement, any and for a period of [***] after this Agreement terminates, a party receiving Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that party will (a) maintain in confidence such Confidential Information has been to the same extent such party maintains its own proprietary information, but with no less than a reasonable degree of care; (b) not disclose such Confidential Information to any third party without the other party’s prior written consent; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a party is required by law, regulation or court order or rules of a securities exchange to disclose Confidential Information of the other party, the party required to make such disclosure shall (i) in promptly send a copy of the public domain through no fault order or notice to the other party [***] before the proposed disclosure (or such shorter period of such Party or any member of such Group or any of their respective Representatives or time as may be reasonably practical under the circumstances); (ii) later lawfully acquired from reasonably cooperate with the other sources by party if the other party wishes to object or condition such Party disclosure through a protective order or otherwise; (or any member iii) limit the extent of such Party’s Group)disclosure to the minimum required to comply with the order or notice; and (iv) use reasonable efforts to seek confidential treatment (i.e., which sources are not themselves bound by filing “under seal”) for that disclosure. In addition, a confidentiality obligation; provided, further, that each Party party may disclose Confidential Information of the other Partyparty to its Affiliates and employees, to the extent not prohibited by applicable Law: (A) Sublicensees and potential Sublicensees, to its Representatives on investors or potential investors of a need-to-know basis party in connection with due diligence or similar investigations or in confidential financing documents, to an organization to whom TSRI intends to assign or transfer or does assign or transfer this Agreement or the performance of payment obligations due hereunder to TSRI provided, in each case, that any such Party’s obligations under this Agreement; (B) agrees in any report, statement, testimony or other submission required writing to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) bound by terms of confidentiality and non-use at least as stringent as those set forth in order to comply this Section 9.1, but with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process no further right to disclose any Confidential Information of or otherwise distribute the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Partyparty’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall notSubject to Section 15.1, each of the Seller Parties, on the one hand, and shall cause all Buyer on the other Persons providing Services hand acknowledges that it has or having may have had in the past, currently has and in the future may have access to information Confidential Information of Buyer and the Sellers, respectively. Each of the Seller Parties and Buyer agrees that it will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of the other Party that is known (meaning, with respect to the Seller Parties, Buyer, and with respect to Buyer, the Seller Parties), will not disclose such Party as confidential or proprietary (the “Confidential Information”) not to, disclose Information to any Person except Representatives of such Party, provided that these Representatives (other Person or use, except for purposes than counsel) agree to the confidentiality provisions of this Agreement, any Confidential Information of the other PartySection 13.1; provided, however, that the Confidential Information may be used by shall not include such Party to the extent that such Confidential Information has been information as (i) in becomes known to the public domain generally through no fault of such Party or any member of such Group or any of their respective Representatives or the party receiving the Confidential Information (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission is required to be made to disclosed by law or the order of any Governmental Authority having jurisdiction over the provided, that prior to disclosing Party; or any information pursuant to this clause (C) in order to comply with applicable Lawii), or in response to any summonsa Party shall, subpoena or other legal process or formal or informal investigative demand issued if practicable, give prior written notice thereof to the disclosing other Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall and provide the other Party with prompt prior written notice of the opportunity to contest such requirementdisclosure, and, or (iii) the disclosing party reasonably believes is required to the extent reasonably practicable, cooperate be disclosed in connection with the other Party (at such other Party’s expense) to obtain defense of a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilegelawsuit against the disclosing party. In the event that such protective order of a breach or other similar remedy is not obtainedthreatened breach by any Party of the provisions of this Section 13.1 with respect to any Confidential Information, the disclosing other Party shall furnish only be entitled to an injunction restraining such Party from disclosing, in whole or in part that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information. Nothing herein shall be construed as prohibiting a Party from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Treatment of Confidential Information. (a) The Parties Each Party shall not, and shall cause all other Persons under its Control (including Affiliates and Representatives) that are providing or receiving Services or having access to Facilities or that otherwise have access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other PartyParty that after the First Time of Delivery is provided or that becomes known or available pursuant to or as a result of the carrying out of the provisions of this Agreement; provided, however, that the each Party may disclose (subject to applicable Law) Confidential Information may be used by such of the other Party to Providers and Recipients and their respective Representatives, in each case who (x) require such information in order to perform their duties in connection with this Agreement and (y) have agreed to maintain the extent that such Confidential Information has been (i) in the public domain through no fault confidentiality of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligationinformation consistent with the terms hereof; and provided, further, that each Party may disclose (subject to applicable Law) Confidential Information of the other Party, Party if (i) any such Confidential Information is or becomes generally available to the extent not prohibited by applicable Law: public other than (A) to in the case of the Company, as a result of disclosure by AIG or its Affiliates or any of their respective Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; and (B) in the case of AIG, as a result of disclosure by the Company or any Company Subsidiary (after the First Time of Delivery) or any of their respective Affiliates or any of their respective Representatives, (ii) any such Confidential Information (including any report, statement, testimony or other submission to a Governmental Authority) is required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with by applicable Law, Governmental Order or such Governmental Authority to be disclosed, after prior notice has been given to the other Party to the extent such notice is permitted by applicable Law, provided that no such notice is required if prohibited by applicable law, (iii) any such Confidential Information is reasonably necessary to be disclosed in connection with any Action or in any dispute with respect to this Agreement (including in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, arbitration, mediation, investigation or administrative proceeding. In the event that a Party becomes legally compelled ), (based on advice of counseliv) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information was or becomes available to such Party on a non-confidential basis and from a source (other than a Party to this Agreement or any Affiliate or Representative of such Party) that is not bound by a confidentiality agreement with respect to such information or (v) any such Confidential Information is independently developed after the First Time of Delivery without the aid, application or use of any information that is to be disclosed, including interposing all available objections thereto, kept confidential under this Article VIII as evidenced by a written record proving such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationindependent development.

Treatment of Confidential Information. During the Term and for five (a5) The Parties years thereafter, each Party shall not, and shall cause all other Persons providing Services or having access to information maintain Confidential Information (as defined in Section 8.2) of the other Party that is known in confidence, and shall not (a) disclose, divulge or otherwise communicate such Confidential Information of the other Party (except to agents, directors, officers, employees, consultants, subcontractors, licensees, sublicensees, partners, Affiliates and advisors who have a need to know such Confidential Information to perform obligations or exercise rights on behalf of such Party as confidential or proprietary (the collectively, “Confidential InformationAgents”) not tothat are under written obligations of confidentiality no less stringent than those set forth in this ARTICLE VIII) or (b) use such Confidential Information of the other Party for any purpose other than in connection with the Development, disclose Manufacture, use or Commercialization of Compounds or Products pursuant to any other Person this Agreement or use, except for otherwise to accomplish the purposes of this Agreement, any including exercising its rights or performing its obligations hereunder. Each Party shall exercise Commercially Reasonable Efforts to prevent and restrain the unauthorized disclosure of such Confidential Information by any of the other Party; providedits Agents, however, that the Confidential Information may which efforts shall be at least as diligent as those generally used by such Party to the extent that such Confidential Information has been (i) in the public domain through protecting its own confidential and proprietary information, and in any event no fault less than reasonable efforts. Each Party will be responsible for any breach of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources this ARTICLE VIII by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each its Agents. Either receiving Party may disclose Confidential Information of the other Party, to disclosing Party (including the extent not prohibited by applicable Law: existence and terms of this Agreement) (Ai) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) Authorities in order to comply with applicable LawLaws, respond to inquiries, requests or investigations by Governmental Authorities, including filing, prosecuting or maintaining Patent Rights and filings with Regulatory Authorities, in response each case as permitted by this Agreement; (ii) to comply with the regulations or requirements of any summonsstock exchange; (iii) to the extent reasonably necessary in order to defend or prosecute litigation; and (iv) to potential and actual bona fide investors, subpoena Acquirors and other financial or other legal process commercial partners solely for the purpose of evaluating or formal carrying out an actual or informal investigative demand issued potential investment, Change of Control or collaboration; provided that the receiving Party shall (x) promptly provide prior notice of such disclosure to the disclosing Party in and use Commercially Reasonable Efforts to avoid or minimize the course degree of such disclosure, (y) use reasonable efforts to secure confidential treatment of such Confidential Information, and (z) obtain the same written confidentiality obligations from any litigation, investigation or administrative proceeding. In Third Parties to which it discloses the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party as it obtains with prompt prior written notice respect to its own similar types of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelledconfidential information, and in any event such obligations shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationno less stringent than those set forth in this ARTICLE VIII.

Treatment of Confidential Information. (a) The Parties Each Party shall not, and shall cause all other Persons under its Control (including Affiliates and Representatives) that are providing or receiving Services or having access to Facilities or that otherwise have access to information of the other Party that is known to such Party as confidential or proprietary proprietary, including Personally Identifiable Information and Work Product (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other PartyParty that after the Closing is provided or that becomes known or available pursuant to or as a result of the carrying out of the provisions of this Agreement; provided, however, that the each Party may disclose (subject to applicable Law) Confidential Information may be used by such of the other Party to Providers and Recipients and their respective Representatives, in each case who (x) require such information in order to perform their duties in connection with this Agreement and (y) have agreed to maintain the extent that such Confidential Information has been (i) in the public domain through no fault confidentiality of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligationinformation consistent with the terms hereof; and provided, further, that each Party may disclose (subject to applicable Law) Confidential Information of the other Party, Party (other than Personally Identifiable Information) if (i) any such Confidential Information is or becomes generally available to the extent not prohibited by applicable Law: public other than (A) to in the case of the Acquiror, as a result of disclosure by the Parent or its Affiliates or any of their respective Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; and (B) in the case of the Parent, as a result of disclosure by the Acquiror, any Acquiror Entity (after the Closing Date) or any of their respective Affiliates or any of their respective Representatives, (ii) any such Confidential Information (including any report, statement, testimony or other submission to a Governmental Authority) is required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with by professional standard, applicable Law, or in response to any summonsGovernmental Order, subpoena or other regulation, legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation(including, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) without limitation, by deposition, interrogatory, request for documents documents, subpoena, civil investigative demand or similar judicial process) or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not Governmental Authority to be disclosed, including interposing all after prior notice in accordance with Section 7.03(b) has been given to the other Party to the extent such notice is permitted by applicable Law, provided that no such notice is required if prohibited by applicable Law, (iii) any such Confidential Information was or becomes available objections theretoto such Party on a non-confidential basis and from a source (other than a Party to this Agreement or any Affiliate or Representative of such Party) that is not known to you to be subject to a contractual, such as objections based on settlement privilege. In the event that such protective order legal, fiduciary or other similar remedy obligation of confidentiality with respect to such information or (iv) any such Confidential Information is not obtainedindependently developed after the Closing without reference information that is to be kept confidential under this Article VII; and provided, the disclosing Party further, that all matters with respect to Taxes shall furnish only that portion be governed by Sections 8.04 and 6.05 of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential InformationPurchase Agreement.

Treatment of Confidential Information. (a) The Parties shall notAdministrative Agent, each Lender and shall cause all other Persons providing Services or having access each L/C Issuer agrees to information maintain the confidentiality of the other Party that is known to such Party Information (as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or usedefined below), except for purposes of this Agreementthat Information may be disclosed (i) to the Administrative Agent’s, any Confidential such Lender’s and such L/C Issuer’s respective Affiliates, auditors and Related Parties who need to know such Information (it being understood that the Persons to whom such disclosure is made will be informed of the other Partyconfidential nature of such Information; provided, howeverthat, that the Confidential Information may Administrative Agent, such Lender or such L/C Issuer shall be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their responsible for its respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Partyauditors’ and Related Parties’ compliance with this Section 11.07 and, to the extent not prohibited by, or in violation of, applicable Laws, its Affiliates’ compliance with this Section 11.07), (ii) upon the request or demand of any regulatory authority having jurisdiction over the Administrative Agent, such Lender, such L/C Issuer or any of their respective Related Parties (in which case the Administrative Agent, such Lender or such L/C Issuer, as applicable, agrees to inform the Borrower promptly thereof to the extent not prohibited by law, rule or regulation, and except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising supervisory, examination or regulation authority), (iii) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable Law: law or compulsory legal process (Ain which case the Administrative Agent, such Lender or such L/C Issuer, as applicable, agrees to inform the Borrower promptly thereof to the extent not prohibited by law, rule or regulation), (iv) to its Representatives on a need-to-know basis any other party hereto, (v) in connection with the performance exercise of such Party’s any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 11.07, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement; Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.16 or (B) in any reportactual or prospective party (or its Related Parties) to any swap, statement, testimony derivative or other submission required transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (vii) on a confidential basis to (A) any Governmental Authority having jurisdiction over rating agency in connection with rating the disclosing Party; Borrower or its Subsidiaries or the credit facilities provided hereunder or (CB) the CUSIP Service Bureau or any similar agency in order to comply connection with applicable Lawthe application, or in response to any summonsissuance, subpoena publishing and monitoring of CUSIP numbers or other legal process or formal or informal investigative demand issued market identifiers with respect to the disclosing Party in credit facilities provided hereunder, (viii) with the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information consent of the other PartyBorrower, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, (ix) to the extent reasonably practicablesuch Information (A) becomes publicly available other than by reason of disclosure in violation of this Section 11.07 by the Administrative Agent, cooperate any Lender or any L/C Issuer or (B) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates from a third party that is not to the Administrative Agent, such Lender or such L/C Issuer’s knowledge subject to confidentiality obligations to the Borrower, (x) for purposes of establishing a “due diligence” defense in any suit, action or proceeding relating to this Agreement, any other Loan Document or the transactions contemplated hereby or thereby or the enforcement of rights hereunder or thereunder or (xi) to the extent such Information is independently discovered or developed the Administrative Agent, any Lender, or any L/C Issuer without utilizing any Information received from the Borrower or violating the terms of this Section 11.07. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Party (at Loan Documents, and the Commitments; provided, that, such other Party’s expense) information is limited to obtain the existence of the Agreement and information of a protective order or similar remedy type routinely provided to cause such Confidential Information not to be disclosedpersons, including interposing all available objections theretoinformation regarding the closing date, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtainedsize, type, purpose of, and parties to, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential InformationAgreement.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives its representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Lawlaw: (A) to its Representatives representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement (provided that such representatives are bound by obligations of confidentiality and non-use consistent with the obligations in this Agreement); (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority governmental authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Lawlaw, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties Each Party shall not, and shall cause all other Persons under its Control (including Affiliates and Representatives) that are providing or receiving Services or having access to Facilities or that otherwise have access to information of the other Party that is known to such Party as confidential or proprietary (the “"Confidential Information”") not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other PartyParty that after the First Time of Delivery is provided or that becomes known or available pursuant to or as a result of the carrying out of the provisions of this Agreement; provided, however, that the each Party may disclose (subject to applicable Law) Confidential Information may be used by such of the other Party to Providers and Recipients and their respective Representatives, in each case who (x) require such information in order to perform their duties in connection with this Agreement and (y) have agreed to maintain the extent that such Confidential Information has been (i) in the public domain through no fault confidentiality of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligationinformation consistent with the terms hereof; and provided, further, that each Party may disclose (subject to applicable Law) Confidential Information of the other Party, Party if (i) any such Confidential Information is or becomes generally available to the extent not prohibited by applicable Law: public other than (A) to in the case of the Company, as a result of disclosure by AIG or its Affiliates or any of their respective Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; and (B) in the case of AIG, as a result of disclosure by the Company or any Company Subsidiary (after the First Time of Delivery) or any of their respective Affiliates or any of their respective Representatives, (ii) any such Confidential Information (including any report, statement, testimony or other submission to a Governmental Authority) is required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with by applicable Law, Governmental Order or such Governmental Authority to be disclosed, after prior notice has been given to the other Party to the extent such notice is permitted by applicable Law, provided that no such notice is required if prohibited by applicable law, (iii) any such Confidential Information is reasonably necessary to be disclosed in connection with any Action or in any dispute with respect to this Agreement (including in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, arbitration, mediation, investigation or administrative proceeding. In the event that a Party becomes legally compelled ), (based on advice of counseliv) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information was or becomes available to such Party on a non-confidential basis and from a source (other than a Party to this Agreement or any Affiliate or Representative of such Party) that is not bound by a confidentiality agreement with respect to such information or (v) any such Confidential Information is independently developed after the First Time of Delivery without the aid, application or use of any information that is to be disclosed, including interposing all available objections thereto, kept confidential under this Article VIII as evidenced by a written record proving such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationindependent development.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of agree that during the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes term of this Agreement, any and for a period of [***] after its expiration or earlier termination, a Party receiving Confidential Information of the other Party will (a) maintain in confidence such Confidential Information to the same extent it maintains its own proprietary information but in any event with no less than reasonable care; (b) not disclose such Confidential Information to any Third Party without prior written consent of the other Party; provided, however, that and (c) not use such Confidential Information for any purpose except in the performance of its obligations or the exercise or enforcement of its rights hereunder. The existence and the terms of this Agreement are the Confidential Information of both Parties. For the avoidance of doubt, disclosure may be used by such made of Confidential Information (i) to an Affiliate; provided that the Party to the extent that receiving such Confidential Information has been (i) shall ensure such Affiliate complies with the confidentiality and non-use obligations set forth in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives this Agreement, or (ii) later lawfully acquired from other sources if required by law or court order; provided that the Party required to make such disclosure shall limit such disclosure to the minimum required to comply with such law or court order, and prior to making such disclosure such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of shall notify the other Party, not later than [***] prior to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) proposed disclosure in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, allow such disclosing Party shall provide the other Party with prompt prior written notice to comment upon the scope of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) proposed disclosure or to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosedother order, including interposing all available objections theretoextensions of time and the like, with respect to such as objections based on settlement privilege. In proposed disclosure, and the event that such protective order or other similar remedy is not obtained, the proposed disclosing Party shall furnish only that portion reasonably cooperate with such efforts. FCDI may disclose, without breach hereof, Confidential Information to XXXX solely to the extent required by the terms of the XXXX In-License Agreement. For the avoidance of doubt, the XXXX In-License Agreement shall be deemed to be the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationof FCDI.

Treatment of Confidential Information. (a) The Parties shall notEach of the Sellers, on the one hand, and shall cause all each Buyer and Steixxx, xx the other Persons providing Services hand acknowledges that it has or having may have had in the past, currently has and in the future may have access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, parties hereto. Each of the Parties agrees that the Confidential Information may be used by such Party to the extent that it will keep confidential all such Confidential Information has been furnished to it and, except with the specific prior written consent of the other Party (meaning, with respect to the Sellers, Buyer, and with respect to Buyer, the Sellers), will not disclose such Confidential Information to any Person except Representatives of such Party, provided that these Representatives (other than counsel) agree to the confidentiality provisions of this SECTION 12.1; PROVIDED, HOWEVER, that Confidential Information shall not include such information as (i) in becomes known to the public domain generally through no fault of such Party or any member of such Group or any of their respective Representatives or the party receiving the Confidential Information (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission is required to be made to disclosed by law or the order of any Governmental Authority having jurisdiction over the provided, that prior to disclosing Party; or any information pursuant to this clause (C) in order to comply with applicable Lawii), or in response to any summonsa Party shall, subpoena or other legal process or formal or informal investigative demand issued if practicable, give prior written notice thereof to the disclosing other Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall and provide the other Party with prompt prior written notice of the opportunity to contest such requirementdisclosure, and, or (iii) the disclosing party reasonably believes is required to the extent reasonably practicable, cooperate be disclosed in connection with the other Party (at such other Party’s expense) to obtain defense of a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilegelawsuit against the disclosing party. In the event that such protective order of a breach or other similar remedy is not obtainedthreatened breach by any Party of the provisions of this SECTION 12.1 with respect to any Confidential Information, the disclosing other Party shall furnish only be entitled to an injunction restraining such Party from disclosing, in whole or in part that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information. Nothing herein shall be construed as prohibiting a Party from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Treatment of Confidential Information. The Ceding Company and Reinsurer (aeach, the “Receiving Party”) The Parties shall nothereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, and shall cause all other Persons providing Services or having access to information in the case of the other Party Ceding Company, on behalf of any Distributor, any mutual fund organization that is known to such Party has its mutual funds offered as confidential funding vehicles for one (1) or proprietary (more Separate Accounts, the “Confidential Information”) not toBusiness or the Covered Insurance Policies, disclose including any information relating to any other Person insured directly or useindirectly under, except for purposes of this Agreementor any Plan sponsor in respect of, the Covered Insurance Policies, that from and following the Closing, the Receiving Party and its Affiliates will not disclose, give, sell, use or divulge any Confidential Information of the other party (the “Disclosing Party; provided”) for any purpose or permit their respective Representatives to do the same, however, except that the each Receiving Party may disclose such Confidential Information may be used by such Party or portions thereof (a) if legally compelled to do so, (b) to the extent necessary for the performance of such Receiving Party’s obligations under this Agreement, the Purchase Agreement or the other Ancillary Agreements, (c) to the extent necessary for the enforcement of the rights of such Receiving Party and its Affiliates under this Agreement, the Purchase Agreement or the other Ancillary Agreements, (d) to those of such Receiving Party’s Affiliates, and to their respective Representatives in each case who need to know such information for the foregoing purposes or (e) as required under any applicable Law or in the event a party receives a subpoena, regulatory request or court order for such disclosure (or reasonably determines that such Confidential Information has been (i) disclosure is necessary or appropriate in connection with any filing or submission with, or disclosure to, a Governmental Authority having jurisdiction over the public domain through no fault of such applicable party). If the Receiving Party or any member of such Group its Affiliates, or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes become legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Disclosing Party, such disclosing the Receiving Party shall provide the other Disclosing Party with prompt prior written notice of such requirement, and, to requirement so that the extent reasonably practicable, cooperate with the other Disclosing Party (at such other Party’s expense) to obtain may seek a protective order or similar other remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilegeor waive compliance with this Section 11.14. In the event that such protective order or other similar remedy is not obtained, or the disclosing Disclosing Party waives compliance with this Section 11.14, the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of the Confidential Information that has been is legally compelled, required to be provided and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance assurances that appropriate confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons persons providing Services services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or Representatives, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference to any Confidential Information of the other Party; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (Ai) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (Bii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Ciii) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall notagree that, other than as contemplated by this Agreement and shall cause all other Persons providing Services to the extent permitted or having access required to information of implement the transactions contemplated hereby, the Parties will keep confidential and will not use or disclose the other Party that is known to such Party as confidential Party’s Confidential Information or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes terms and conditions of this Agreement, including, without limitation, the exhibits and schedules hereto, except as otherwise required by Applicable Law or any Confidential Information order or ruling of any provincial insurance regulatory authority, the OSFI or any other PartyGovernmental Authority; provided, however, that the Reinsurer may disclose Confidential Information may be used by such Party to its Representatives in connection with the extent that such Confidential Information has been (i) in the public domain through no fault exercise of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligationits rights under Article XII; provided, further, that each Party either party may disclose disclose, with the other party’s written consent, Confidential Information of the to any person other Party, to the extent not prohibited by applicable Law: (A) to than its Representatives on who agrees to (i) hold such Confidential Information in strict confidence as if such person were a need-to-know basis in connection with Party to this Agreement and (ii) use such Confidential Information solely for the performance limited purpose of evaluating a potential purchase, merger or Change of Control of such Party’s obligations under this Agreement; (B) in . Without limiting the generality of the foregoing, neither the Reinsurer nor any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over Affiliates of the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose Reinsurer shall utilize any Confidential Information regarding Policyholders for the purpose of soliciting Policyholders for the sale of any insurance policies or other products or services. The parties agree that any violation or threatened violation of this Section 21.10 may cause irreparable injury to a party and that, in addition to any other remedies that may be available, each party shall be entitled to seek injunctive relief against the threatened breach of the provisions of this Section 21.10, or a continuation of any such breach by the other party or any person provided with Confidential Information, specific performance and other such relief to redress such breach together with damages and reasonable counsel fees and expenses to enforce its rights hereunder. For purposes of this Agreement, “Confidential Information” means all documents and information concerning one Party, such disclosing Party shall provide any of its Affiliates, the Covered Liabilities or the Reinsured Policies, including any information relating to any person insured directly or indirectly under the Reinsured Policies, furnished to the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at or such other Party’s expense) to obtain a protective order Affiliates or similar remedy to cause such Confidential Information not to be disclosedrepresentatives in connection with this Agreement or the transactions contemplated hereby, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.except that

Treatment of Confidential Information. (a) The Parties shall not, Confidential Information will be kept confidential and shall cause all not be disclosed, in whole or in part, to any Person other Persons providing Services than Affiliates, officers, directors, employees, agents or having access to information representatives of the other Party that is known Company or of a Partner or the Company’s or such Partner’s legal counsel or independent auditors, or prospective lenders to such Party as confidential the Company or proprietary either Partner (the collectively, “Confidential InformationRepresentatives”) not to, disclose who need to any other Person or use, except for purposes of this Agreement, any know such Confidential Information for the purpose of negotiating, executing and implementing this Agreement and the transactions contemplated hereby. The Company and each Partner agrees to inform each of its Representatives of the other Party; provided, however, that non-public nature of the Confidential Information may and to direct such Persons to treat such Confidential Information in accordance with the terms of this Section. The Company and each Partner agrees to be used liable for any breach of the terms hereof by such Party its Representatives. Nothing herein shall prevent the Company or either Partner from disclosing confidential Information (i) upon the order of any court or administrative agency, (ii) as required by law or upon the request or demand of, or pursuant to any regulation of, any regulatory agency or authority, (iii) to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis reasonably required in connection with the performance exercise of any remedy hereunder, and/or (iv) to any actual or proposed permitted assignee of all or part of its rights hereunder provided that such Party’s obligations under this Agreement; (B) actual or proposed assignee agrees in any report, statement, testimony or other submission required writing to be made to any Governmental Authority having jurisdiction over bound by the disclosing Party; or (C) provisions of this Section. Notwithstanding the foregoing, in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand the Company or similar judicial or administrative process any shareholder intends to disclose any Confidential Information pursuant to clause (i) or (ii) of the other Partypreceding sentence, such disclosing Party shall Person agrees to (x) provide the other Party parties hereto with prompt prior written notice of before such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at disclosure in order that such other Party’s expense) parties may attempt to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential InformationInformation and (y) cooperate with such parties in attempting to obtain such order or assurance. The Company and each Partner agrees that it will maintain all Confidential information disclosed to it in strict confidence and will take all reasonable measures to maintain the confidentiality of all such Confidential Information in its possession or control, but in no event less than the measures it uses to maintain the confidentiality of its own information of similar importance. The provisions of this Article 10 will survive termination of this Agreement.

Treatment of Confidential Information. (a) The Parties shall notagree that, other than as contemplated by this Agreement and shall cause all other Persons providing Services to the extent permitted or having access required to information of implement the transactions contemplated hereby, the Parties will keep confidential and will not use or disclose the other Party that is known to such Party as confidential Party’s Confidential Information or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes terms and conditions of this Agreement, including, without limitation, the exhibits and schedules hereto, except as otherwise required by Applicable Law or any Confidential Information order or ruling of any provincial insurance regulatory authority, the OSFI or any other PartyGovernmental Authority; provided, however, that the Reinsurer may disclose Confidential Information may be used by such Party to its Representatives in connection with the extent that such Confidential Information has been (i) in the public domain through no fault exercise of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligationits rights under Article XII; provided, further, that each Party either party may disclose disclose, with the other party’s written consent, Confidential Information to any person other than its Representatives who agrees to (i) hold such Confidential Information in strict confidence as if such person were a Party to this Agreement and (ii) use such Confidential Information solely for the limited purpose of evaluating a potential purchase, merger or Change of Control of such Party. Without limiting the generality of the foregoing, neither the Reinsurer nor any Affiliates of the Reinsurer shall utilize any Confidential Information regarding Policyholders for the purpose of soliciting Policyholders for the sale of any insurance policies or other products or services. The parties agree that any violation or threatened violation of this Section 21.10 may cause irreparable injury to a party and that, in addition to any other remedies that may be available, each party shall be entitled to seek injunctive relief against the threatened breach of the provisions of this Section 21.10, or a continuation of any such breach by the other party or any person provided with Confidential Information, specific performance and other such relief to redress such breach together with damages and reasonable counsel fees and expenses to enforce its rights hereunder. For purposes of this Agreement, “Confidential Information” means all documents and information concerning one Party, any of its Affiliates, the Covered Liabilities or the Reinsured Policies, including any information relating to any person insured directly or indirectly under the Reinsured Policies, furnished to the other Party or such other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis ’s Affiliates or representatives in connection with this Agreement or the performance transactions contemplated hereby, except that Confidential Information shall not include information which: (a) at the time of such disclosure or thereafter is generally available to and known by the public other than by way of a wrongful disclosure by a Party or by any representative of a Party’s obligations under this Agreement; (Bb) in any reportwas available on a non confidential basis from a source other than the Parties or their representatives, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing provided that such source is not and was not bound by a confidentiality agreement with a Party; or (Cc) in order to comply with applicable Lawwas independently developed without violating any obligations under this Agreement and without the use of any Confidential Information. For the purposes of this Agreement, “Change of Control” means the acquisition of ten percent (10%) or more of the voting securities of a Party or any parent of such Party, or in response any other acquisition that is deemed to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course be a Change of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) Control by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information applicable insurance regulatory authorities of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice state of domicile of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of parties agree that during the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes term of this Agreement, any and for a period of [***] after this Agreement terminates, a party receiving Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that party will (a) maintain in confidence such Confidential Information has been to the same extent such party maintains its own proprietary information; (ib) in not disclose such Confidential Information to any Third Party without prior written consent of the public domain through no fault other party; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a party is required by law, regulation or court order to disclose Confidential Information of the other party, the party required to make such Party disclosure shall limit the same to the minimum required to comply with the law or any member of court order, and shall use reasonable efforts to attempt to seek confidential treatment for that disclosure, and prior to making such Group or any of their respective Representatives or (ii) disclosure that party shall notify the other party, not later lawfully acquired from other sources by such Party than [***] days (or any member such shorter period of time as may be reasonably practicable under the circumstances) before the disclosure in order to allow that other party to comment and/or to obtain a protective or other order, including extensions of time and the like, with respect to such Party’s Group)disclosure. In addition, which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party party may disclose Confidential Information of the other Partyparty to Affiliates, employees, or consultants, to Sublicensees and potential Sublicensees (in the extent not prohibited by applicable Law: (A) case of Licensee), or to its Representatives on a need-to-know basis other Third Parties in connection with due diligence or similar investigations by such Third Parties or potential Third Party investors in confidential financing documents, provided, in each case, that any such Affiliate, employee, consultant, Sublicensee, potential Sublicensee or other Third Party agrees in writing to be bound by terms of confidentiality and non-use at least as stringent to those set forth in this Section 11, but with no further right to disclose or otherwise distribute the performance of other party’s Confidential Information. Notwithstanding the above, either party has the right to disclose Confidential Information to an organization to whom such Party’s party will or intends to assign or transfer this Agreement or, for TSRI, the payment obligations due to TSRI under this Agreement; (B) Agreement for monetization purposes, provided that such organization agrees in any report, statement, testimony or other submission required writing to be made bound by terms of confidentiality with respect to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationleast as protective as those set forth in this Section 11.1.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of parties agree that during the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes term of this Agreement, any and for a period of [*] ([*]) years after this Agreement expires or terminates, a Party receiving Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that will (a) maintain in confidence such Confidential Information has been (i) in to the public domain through no fault of same extent such Party or maintains its own proprietary information, but with no less than a reasonable degree of care; (b) not disclose such Confidential Information to any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from third party without the other sources by such Party (or any member of such Party’s Group)prior written consent; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, which sources are not themselves bound if a Party is required by a confidentiality obligation; providedlaw, further, that each Party may regulation or court order to disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission Party required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or make such disclosure shall (Ci) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, promptly send a copy of the order or notice, or, in the event of any disclosure required by law or regulation (but not by any specific order or notice), notice of the [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. proposed disclosure, to the other Party not less than ten (10) days before the proposed disclosure (or such shorter period of time as may be reasonably practical under the circumstances); (ii) reasonably cooperate with the other Party (at if the other Party wishes to object or condition such other Party’s expense) to obtain disclosure through a protective order or similar remedy otherwise; (iii) limit the extent of such disclosure to cause such the minimum required to comply with the law, regulation, order, or notice; and (iv) use reasonable efforts to seek confidential or protective treatment (e.g., filing “under seal”) for that disclosure. Notwithstanding the above, (x) Licensee may disclose TSRI’s Confidential Information not to be disclosedAffiliates, including interposing all available objections theretoSublicensees, such as objections based on settlement privilege. In the event that such protective order employees or contractors of Licensee, Affiliates, or Sublicensees, regulatory or patent authorities, or actual or potential Sublicensees, to actual or potential investors, lenders or bankers of Licensee or any Affiliate in connection with due diligence or similar investigations or in confidential financing documents, or to any potential or actual acquirer, acquisition or merger target, or other similar remedy is not obtainedorganization (or affiliate of an organization) to whom Licensee intends to assign or transfer or does assign or transfer this Agreement as permitted by Section 13.1, the disclosing Party shall furnish only that portion of the and (y) TSRI may disclose Licensee’s Confidential Information to its affiliates and employees of TSRI and its affiliates, or to an organization (or affiliate of an organization) to whom TSRI intends to assign or transfer or does assign or transfer this Agreement or the payment obligations due hereunder to TSRI in accordance with Section 13.1, provided, in each case, that has been legally compelledany such third party agrees to terms of confidentiality and non-use at least as stringent as those set forth in this Section 11.1 (or, and shall exercise its in the case of disclosure to regulatory or patent authorities, Licensee or TSRI, as applicable, uses commercially reasonable efforts (at such to obtain confidential or protective treatment thereof), but with no further right to disclose or otherwise distribute the other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons persons providing Services or having hav- ing access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential InformationIn- formation”) not to, disclose to any other Person person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information Infor- mation may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or Representatives, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), ) which sources are not themselves bound by a confidentiality obligationob- ligation, or (iii) independently generated without reference to any Confidential Information of the other Party; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (Ai) to its Representatives on a need-need- to-know basis in connection with the performance of such Party’s obligations under this AgreementAgree- ment; (Bii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Ciii) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections ob- jections thereto, such as objections based on settlement privilege. In the event that such protective protec- tive order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion por- tion of the Confidential Information that has been legally compelled, and shall exercise its commercially com- mercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person person or use, except for purposes of or as contemplated by this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Party’s Group or any of their respective Representatives or Representatives, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligationobligation or (iii) independently generated without reference to any Confidential Information of the other Party; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (Ai) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (Bii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Ciii) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause their respective Affiliates, and shall cause all other Persons providing or receiving Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) hereunder not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited permitted by applicable Law: Law (Ai) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (Bii) in any report, statement, testimony or other submission required to be made to any Governmental Authority Entity having jurisdiction over the disclosing Party; or (Ciii) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party (to the extent legally permitted) shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall notEach of RW and Buyer on the one hand, and shall cause all Seller and UIC on the other Persons providing Services hand, severally and not jointly with any other Person, acknowledges that it has or having may have had in the past, currently has and in the future may have access to information Confidential Information of Seller and Seller Subsidiaries (in the case of RW and Buyer), or RW and its Subsidiaries (in the case of Seller and UIC). Each of RW and Buyer on the one hand, and Seller and UIC on the other hand, severally and not jointly with any other Person, agrees that it will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of RW or Seller, as applicable, will not disclose such Confidential Information to any Person except to (a) Representatives of the other Party parties to this Agreement or (b) its own Representatives, provided, that is known these Representatives (other than counsel) agree to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes confidentiality provisions of this Agreement, any Confidential Information of the other PartySECTION 11.01; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; and provided, further, that each Party may disclose Confidential Information of the other Party, shall not include (i) such information which becomes known to the extent not prohibited public generally through no fault of RW or Buyer, or UIC or Seller, as applicable; (ii) information required to be disclosed by applicable Law: law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (Aii), the disclosing party shall, if possible, give prior written notice thereof to the party who owns the Confidential Information and provide such party with the opportunity to contest such disclosure; (iii) to its Representatives on a need-to-know basis the disclosing party reasonably believes that such disclosure is required in connection with the performance defense of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over a lawsuit against the disclosing Party; party or (Civ) in order information RW or UIC determines it needs to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued disclose pursuant to the disclosing Party in Securities Act or the course of Exchange Act. Nothing herein shall be construed as prohibiting any litigation, investigation party from pursuing any other available remedy for such breach or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosedthreatened breach, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion recovery of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationdamages.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of parties agree that during the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes term of this Agreement, any and for a period of five (5) years after this Agreement terminates, a party receiving Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that party will (a) maintain in confidence such Confidential Information has been to the same extent such party maintains its own proprietary information, but with no less than a reasonable degree of care; (b) not disclose such Confidential Information to any third party without the other party’s prior written consent; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a party is required by law, regulation or court order to disclose Confidential Information of the other party, the party required to make such disclosure shall (i) in promptly send a copy of the public domain through no fault order or notice to the other party not less than ten (10) days before the proposed disclosure (or such shorter period of such Party or any member of such Group or any of their respective Representatives or time as may be reasonably practical under the circumstances); (ii) later lawfully acquired from reasonably cooperate with the other sources by party if the other party wishes to object or condition such Party disclosure through a protective order or otherwise; (or any member iii) limit the extent of such Party’s Group)disclosure to the minimum required to comply with the order or notice; and (iv) use reasonable efforts to seek confidential treatment (i.e., which sources are not themselves bound by filing “under seal”) for that disclosure. In addition, a confidentiality obligation; provided, further, that each Party party may disclose Confidential Information of the other Partyparty to its Affiliates and employees, to the extent not prohibited by applicable Law: (A) Sublicensees and potential Sublicensees, to its Representatives on investors or acquirers or potential investors or acquirers of a need-to-know basis party in connection with due diligence or similar investigations or in confidential financing documents, to an organization to whom TSRI intends to assign or transfer or does assign or transfer this Agreement or the performance of payment obligations due hereunder to TSRI, provided, in each case, that any such Party’s obligations under this Agreement; (B) third party agrees in any report, statement, testimony or other submission required writing to be made to any Governmental Authority having jurisdiction over bound by terms of confidentiality and non-use at least as stringent as those set forth in this Section 10.1 (except that the disclosing Party; or (C) duration of the confidentiality obligation need not match the duration stated in order to comply this Section 10.1), but with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process no further right to disclose any Confidential Information of or otherwise distribute the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Partyparty’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties Notwithstanding any termination of this Agreement, , each of FG Group Holdings and Strong Global shall nothold, and shall cause members of their respective Groups and their officers, employees, agents, consultants and advisors to hold, in strict confidence (and not to disclose or release or, except as otherwise permitted by this Agreement, use, including for any ongoing or future commercial purpose, without the prior written consent of the Party to whom the Confidential Information relates (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law)), any and all other Persons providing Services Confidential Information concerning or having access belonging to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Partyits Group; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, provided that each Party may disclose disclose, or may permit disclosure of, Confidential Information of the other Party, to the extent not prohibited by applicable Law: (Ai) to its Representatives on respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a needneed to know such Information or auditing and other non-to-know basis commercial purposes and are informed of the obligation to hold such Information confidential and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if any Party or any of its respective Subsidiaries is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with a proceeding brought by a Governmental Entity that it is advisable to do so, (iii) as required in connection with any legal or other proceeding by one Party against any other Party or in respect of claims by one Party against the performance of such Party’s other Party brought in a proceeding, (iv) as necessary in order to permit a Party to prepare and disclose its financial statements in connection with any regulatory filings or tax returns, (v) as necessary for a Party to enforce its rights or perform its obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Cvi) to other Persons in order to comply connection with applicable Lawtheir evaluation of, or in response to any summonsand negotiating and consummating, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, andpotential strategic transaction, to the extent reasonably practicablenecessary in connection therewith, cooperate provided an appropriate and customary confidentiality agreement has been entered into with the other Person receiving such Confidential Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a third party pursuant to clause (ii), (iii), or (v) above, each Party, as applicable, shall promptly notify (to the extent permissible by Law) the Party (at to whom the Confidential Information relates of the existence of such other Party’s expense) request, demand or disclosure requirement and shall provide such affected Party a reasonable opportunity to obtain a seek an appropriate protective order or similar remedy other remedy, which such Party will cooperate in obtaining to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilegethe extent reasonably practicable. In the event that such appropriate protective order or other similar remedy is not obtained, the disclosing Party which faces the disclosure requirement shall furnish only that portion of the Confidential Information that has been legally compelled, is required to be disclosed and shall exercise its take commercially reasonable efforts (at such other Party’s expense) steps to obtain assurance ensure that confidential treatment will be is accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of parties agree that during the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes term of this Agreement, and for a period of [***] after this Agreement terminates, each Receiving Party will (a) maintain in confidence such Confidential Information to the same extent such Receiving Party maintains its own Confidential Information, but with no less than a reasonable degree of care; (b) not disclose such Confidential Information to any third party without the Disclosing Party’s prior written consent; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a Receiving Party is required by law, regulation or court order to disclose Confidential Information of the other Disclosing Party; provided, however, that the Confidential Information may be used by such Receiving Party to the extent that such Confidential Information has been shall (i) in promptly notify the public domain through no fault Disclosing Party not less than [***] before the proposed disclosure (or such shorter period of such Party or any member of such Group or any of their respective Representatives or time as may be reasonably practical under the circumstances); (ii) later lawfully acquired from other sources by reasonably cooperate with the Disclosing Party, at the Disclosing Party’s expense, to object or condition such Party disclosure through a protective order or otherwise; (or any member iii) limit the extent of such Party’s Group)disclosure to the minimum required to comply with the order or notice; and (iv) use commercially reasonable efforts to seek confidential treatment (i.e., which sources are not themselves bound by filing “under seal”) for such required disclosure. In addition, a confidentiality obligation; provided, further, that each Receiving Party may disclose Confidential Information of the other PartyDisclosing Party to its Affiliates, agents and employees, to the extent not prohibited by applicable Law: (A) Sublicensees and potential Sublicensees, to its Representatives on collaborators, investors or potential investors of a need-to-know basis party in connection with due diligence or similar investigations or in confidential financing documents, and to professional advisors such as attorneys, accountants and insurers (collectively, “Representatives”), provided, in each case, that any such Representative agrees to be bound by terms of confidentiality and non-use at least as stringent as those set forth in this Section 10.1, but with no further right to disclose or otherwise distribute the performance of such Disclosing Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceedingConfidential Information. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Each Receiving Party shall provide the other Party with prompt prior written notice be responsible for breach of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise this Article 10 by its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential InformationRepresentatives.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of parties agree that during the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes term of this Agreement, any and for a period of five (5) years after this Agreement terminates, a party receiving Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that party will (a) maintain in confidence such Confidential Information has been to the same extent such party maintains its own proprietary information, but with no less than a reasonable degree of care; (b) not disclose such Confidential Information to any third party without the other party’s prior written consent; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a party is required by law, regulation or court order to disclose Confidential Information of the other party, the party required to make such disclosure shall (i) in promptly send a copy of the public domain through no fault order or notice to the other party not less than ten (10) days before the proposed disclosure (or such shorter period of such Party or any member of such Group or any of their respective Representatives or time as may be reasonably practical under the circumstances); (ii) later lawfully acquired from reasonably cooperate with the other sources by party if the other party wishes to object or condition such Party disclosure through a protective order or otherwise; (or any member iii) limit the extent of such Party’s Group)disclosure to the minimum required to comply with the order or notice; and (iv) use reasonable efforts to seek confidential treatment (i.e., which sources are not themselves bound by filing “under seal”) for that disclosure. In addition, a confidentiality obligation; provided, further, that each Party party may disclose Confidential Information of the other Partyparty to its Affiliates and employees, to the extent not prohibited by applicable Law: (A) Sublicensees and potential Sublicensees, to its Representatives on investors or potential investors of a need-to-know basis party in connection with the performance of due diligence or similar investigations or in confidential financing documents, provided, in each case, that any such Party’s obligations under this Agreement; (B) party agrees in any report, statement, testimony or other submission required writing to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) bound by terms of confidentiality and non-use at least as stringent as those set forth in order to comply this Section 10.1, but with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process no further right to disclose any Confidential Information of or otherwise distribute the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Partyparty’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall not, Each Party covenants and shall cause agrees that it will keep and maintain all other Persons providing Services or having access to information Confidential Information of the other Party that in strict confidence, using such degree of care as is known appropriate and reasonable to such Party as confidential avoid unauthorized use or proprietary (disclosure, it will not disclose the “other Party’s Confidential Information”) not to, disclose Information to any third party (other Person or usethan its Representatives), except with disclosing Party’s prior written consent and it will use and disclose Confidential Information of the other Party solely for the purposes set forth in this Agreement. The receiving Party may only disclose Confidential Information of the other Party to its Representatives with a need to know such Confidential Information and who are subject to confidentiality and non-use obligations substantially similar to those imposed by this Agreement. The receiving Party is responsible for the compliance by its Representatives with the terms of this Agreement, Agreement and shall also be responsible for any improper use or disclosure of any Confidential Information of the other Party; providedParty by such Representatives. Notwithstanding the foregoing, however, that the under no circumstances may Customer disclose Confidential Information may be used by such of Corsearch to any competitor of Corsearch. In the event either Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party receives a subpoena or any member of such Group other validly issued administrative or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose judicial process demanding Confidential Information of the other Partyparty, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection receiving Party shall promptly notify the other Party and cooperate with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirementat its cost and expense, and, to the extent reasonably practicable, cooperate with the other Party (at in such other Party’s expense) efforts to obtain a protective order avoid, limit the required disclosure of or similar remedy otherwise request confidential treatment for any such Confidential Information. Unless the demand shall have been timely limited, quashed or extended, then notwithstanding the confidentiality terms in this Section 6, the receiving Party shall be entitled to cause comply with such demand as, when and to the extent required or permitted by law; provided the receiving Party shall only provide such Confidential Information not as is required to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall notagree that, other than as contemplated by this Agreement and shall cause all other Persons providing Services to the extent permitted or having access required to information of implement the transactions contemplated hereby, the Parties will keep confidential and will not use or disclose the other Party that is known to such Party as confidential Party's Confidential Information or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes terms and conditions of this Agreement, including, without limitation, the exhibits and schedules hereto, except as otherwise required by Applicable Law or any Confidential Information order or ruling of any state insurance regulatory authority, the Securities and Exchange Commission or any other PartyGovernmental Authority; provided, however, that the Reinsurer may disclose Confidential Information may be used by such Party to its Representatives in connection with the extent that such Confidential Information has been (i) in the public domain through no fault exercise of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligationits rights under Article XII; provided, further, that each Party either party may disclose disclose, with the other party's written consent, Confidential Information to any person other than its Representatives who agrees to (i) hold such Confidential Information in strict confidence as if such person were a party to this Agreement and (ii) use such Confidential Information solely for the limited purpose of evaluating a potential purchase, merger or Change of Control of such Party. Without limiting the generality of the foregoing, neither the Reinsurer nor any Affiliates of the Reinsurer shall utilize any Confidential Information regarding Policyholders for the purpose of soliciting Policyholders for the sale of any insurance policies or other products or services. The parties agree that any violation or threatened violation of this Section 21.11 may cause irreparable injury to a party and that, in addition to any other remedies that may be available, each party shall be entitled to seek injunctive relief against the threatened breach of the provisions of this Section 21.11, or a continuation of any such breach by the other party or any person provided with Confidential Information, specific performance and other such relief to redress such breach together with damages and reasonable counsel fees and expenses to enforce its rights hereunder. For purposes of this Agreement, “Confidential Information” means all documents and information concerning one Party, any of its Affiliates, the Covered Liabilities or the Reinsured Policies, including any information relating to any person insured directly or indirectly under the Reinsured Policies, furnished to the other Party or such other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis 's Affiliates or representatives in connection with this Agreement or the performance transactions contemplated hereby, except that Confidential Information shall not include information which: (a) at the time of such disclosure or thereafter is generally available to and known by the public other than by way of a wrongful disclosure by a Party or by any representative of a Party’s obligations under this Agreement; (Bb) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.was available

Treatment of Confidential Information. (a) The Parties parties hereto and Xxxxxxxxx shall not, and shall cause all other Persons providing Services or having access to information of the other Party party or Xxxxxxxxx that is known or ought reasonably be known to such Party Person as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Partyparty; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party party and Xxxxxxxxx may disclose Confidential Information of the other Partyparty or Xxxxxxxxx, to the extent not prohibited permitted by applicable Law: Applicable Law (Ai) to its Representatives on a need-to-know basis in connection with the performance of such Partyparty’s obligations under this Agreement; , (Bii) in any report, statement, testimony or other submission required to be made to any Governmental Authority Body having jurisdiction over the disclosing Party; party or Xxxxxxxxx as the case may be, or (Ciii) in order to comply with applicable Applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party party or Xxxxxxxxx in the course of any litigation, investigation or administrative proceeding. In the event that a Party party or Xxxxxxxxx hereto becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Partyparty or Xxxxxxxxx (as the case may be), such disclosing Party party or Xxxxxxxxx shall provide the other Party party or Xxxxxxxxx (as the case may be) with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party party or Xxxxxxxxx as the case may be (at such other Partyparty’s or Xxxxxxxxx’x expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party party or Xxxxxxxxx as the case may be shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts best endeavours (at such other Partyparty’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the including, without limitation, Disclosing Party Customer Information, (“Confidential Information”) not to, disclose to any other Person person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or Representatives, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), ) which sources are not themselves bound by a confidentiality obligationobligation or (iii) independently generated without reference to any Confidential Information of the other Party; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (Ai) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (Bii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Ciii) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall notEach Party shall, and shall cause each of its Affiliates and each of its and their officers, directors and employees to, hold all other Persons providing Services or having access information relating to information the business of the other Party that is known disclosed to such Party as confidential or proprietary it by reason of this Agreement (the “Confidential Information”) confidential, and shall not to, disclose or permit to be disclosed any such Confidential Information to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Partythird party unless legally compelled to disclose such information; provided, however, that a Party may disclose Confidential Information to such Party’s advisors, attorneys, contractors and auditors in connection with the performance or receipt of the Services and Special Projects provided such third parties are bound by confidentiality obligations at least as protective of the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) as set forth in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group)this Section 7.15 and, which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Lawthat a Person receiving Confidential Information hereunder may become legally compelled to disclose any Confidential Information, such Person: (Aa) to its Representatives on a need-may only disclose such information if it shall first have used reasonable best efforts to-know basis in connection with , and, if practicable, shall have afforded the performance of such Party’s obligations under this Agreement; (B) in any reportother Party the opportunity to, statement, testimony obtain an appropriate protective order or other submission satisfactory assurance of confidential treatment for the information required to be made so disclosed; and (b) if such protective order or other remedy is not obtained, or the other Party waives such Person’s compliance with the provisions of this Section 7.15, shall only furnish that portion of the Confidential Information which is legally required to be so disclosed. As used herein, “Confidential Information” does not include any Governmental Authority having jurisdiction over information that the receiving Party demonstrates: (i) is or becomes generally available to the public other than as a result of a disclosure by the Party receiving the Confidential Information; (ii) was available to the receiving Party on a non-confidential basis prior to its disclosure by the disclosing Party; or (Ciii) in order becomes available to comply with applicable Law, or in response to any summons, subpoena or the receiving Party from a Person other legal process or formal or informal investigative demand issued to than the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, andits Affiliates who is not, to the extent reasonably practicable, cooperate with the other Party (at such other receiving Party’s expense) knowledge, subject to obtain a protective order or similar remedy any legally binding obligation to cause keep such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationinformation confidential.

Treatment of Confidential Information. (a) The Parties shall notagree that, other than as contemplated by this Agreement and shall cause all other Persons providing Services to the extent permitted or having access required to information of implement the transactions contemplated hereby, the Parties will keep confidential and will not use or disclose the other Party that is known to such Party as confidential Party's Confidential Information or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes terms and conditions of this Agreement, including, without limitation, the exhibits and schedules hereto, except as otherwise required by Applicable Law or any Confidential Information order or ruling of any provincial insurance regulatory authority, the OSFI or any other PartyGovernmental Authority; provided, however, that the Reinsurer may disclose Confidential Information may be used by such Party to its Representatives in connection with the extent that such Confidential Information has been (i) in the public domain through no fault exercise of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligationits rights under Article XII; provided, further, that each Party either party may disclose disclose, with the other party's written consent, Confidential Information to any person other than its Representatives who agrees to (i) hold such Confidential Information in strict confidence as if such person were a Party to this Agreement and (ii) use such Confidential Information solely for the limited purpose of evaluating a potential purchase, merger or Change of Control of such Party. Without limiting the generality of the foregoing, neither the Reinsurer nor any Affiliates of the Reinsurer shall utilize any Confidential Information regarding Policyholders for the purpose of soliciting Policyholders for the sale of any insurance policies or other products or services. The parties agree that any violation or threatened violation of this Section 21.10 may cause irreparable injury to a party and that, in addition to any other remedies that may be available, each party shall be entitled to seek injunctive relief against the threatened breach of the provisions of this Section 21.10, or a continuation of any such breach by the other party or any person provided with Confidential Information, specific performance and other such relief to redress such breach together with damages and reasonable counsel fees and expenses to enforce its rights hereunder. For purposes of this Agreement, “Confidential Information” means all documents and information concerning one Party, any of its Affiliates, the Covered Liabilities or the Reinsured Policies, including any information relating to any person insured directly or indirectly under the Reinsured Policies, furnished to the other Party or such other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis 's Affiliates or representatives in connection with this Agreement or the performance transactions contemplated hereby, except that Confidential Information shall not include information which: (a) at the time of such disclosure or thereafter is generally available to and known by the public other than by way of a wrongful disclosure by a Party or by any representative of a Party’s obligations under this Agreement; (Bb) in any reportwas available on a non confidential basis from a source other than the Parties or their representatives, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing provided that such source is not and was not bound by a confidentiality agreement with a Party; or (Cc) in order to comply with applicable Lawwas independently developed without violating any obligations under this Agreement and without the use of any Confidential Information. For the purposes of this Agreement, “Change of Control” means the acquisition of ten percent (10%) or more of the voting securities of a Party or any parent of such Party, or in response any other acquisition that is deemed to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course be a Change of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) Control by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information applicable insurance regulatory authorities of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice state of domicile of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall notEach Party, shall, and shall cause their respective authorized representatives to, maintain in confidence. treat as confidential and safeguard any and all other Persons providing Services information, knowledge and data relating to or having access to information of obtained from the other Party that is known (including information regarding the other Party’s and its Affiliates’ business, employees, development plans, programs, documentation, techniques, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications, systems, know-how or any other proprietary or confidential information, however recorded or preserved, whether written or oral) in connection with or pursuant to such Party as confidential or proprietary this Agreement (the “Confidential Information”) not to), disclose by using the same degree of care, but no less than a reasonable standard of care, to any other Person or prevent the unauthorized use, except for purposes dissemination or disclosure of such information, knowledge and data as any Party used with respect thereto prior to the execution of this Agreement, any Confidential Information of the other Party; provided, however, except that the Confidential Information may be used by such Party foregoing requirements of this Section 5.1(a) shall not apply to the extent that such Confidential Information has been (i) in any such information is or becomes generally available to the public domain other than through no fault an act of such any other Party or any member of such Group or any of their respective Representatives or its representatives; (ii) later lawfully acquired from other sources by any such Party information (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in including any report, statement, testimony or other submission to a Governmental Authority) is required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with by applicable Law, Governmental Order or in response such Governmental Authority to any summonsbe disclosed, subpoena or other legal process or formal or informal investigative demand issued after prior notice has been given to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicablesuch notice is not prohibited by applicable Law; provided further, cooperate with that such Party shall (A) use commercially reasonable efforts to obtain, at the other request of the Party (at such other Party’s expense) to obtain whose Confidential Information is affected, a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed and (B) disclose only such portion of the Confidential Information as is strictly required by Law; or (iii) any such information was or becomes available to such Party on a nonconfidential basis and from a source (other than a Party hereto or any authorized representative of such Party) that is not bound by a confidentiality agreement with respect to such information. Any Party receiving Confidential Information of another Party may use such Confidential InformationInformation only for the purposes of fulfilling its obligations under this Agreement. Each of the Parties hereto shall instruct its authorized representatives having access to such information of the obligations in this Section 5.1(a).

Treatment of Confidential Information. (a) The Parties shall notEach Selling Party acknowledges that it has or may have had in the past, currently has and shall cause all other Persons providing Services or having in the future may have access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the Selling Parties relating to the Acquired Business and/or Confidential Information of Purchaser and its Subsidiaries. Each Selling Party agrees that it will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of Purchaser, will not disclose such Confidential Information to any Person except (a) Representatives of Purchaser and (b) its own Representatives, provided that these Representatives (other Partythan counsel) agree to the confidentiality provisions of this Section 10.01; provided, however, that the Confidential Information may be used by shall not include such Party to the extent that such Confidential Information has been information as (i) in becomes known to the public domain generally through no fault of such Party or any member of such Group or any of their respective Representatives or Selling Party, (ii) later lawfully acquired from other sources is required to be disclosed by such Party law or the order of any Governmental Authority under color of law, provided, that prior to disclosing any information pursuant to this clause (or any member of such Party’s Groupii), which sources are not themselves bound by a confidentiality obligation; providedeach Selling Party shall, furtherif possible, that each Party may disclose Confidential Information of give prior written notice thereof to Purchaser and provide Purchaser with the other Partyopportunity to contest such disclosure, or (iii) the disclosing party reasonably believes is required to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis be disclosed in connection with the performance defense of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over a lawsuit against the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceedingparty. In the event that of a breach or threatened breach by any Selling Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process the provisions of this Section 10.01 with respect to disclose any Confidential Information of the Information, Purchaser shall be entitled to seek an injunction restraining such Selling Party from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting Purchaser from pursuing any other Party, available remedy for such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order breach or similar remedy to cause such Confidential Information not to be disclosedthreatened breach, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion recovery of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationdamages.

Treatment of Confidential Information. During the Term and for [ * ] thereafter, each Party shall maintain Confidential Information (aas defined in Section 8.2) The Parties shall not, and shall cause all other Persons providing Services or having access to information of the other Party that is known in confidence, and shall not disclose, divulge or otherwise communicate such Confidential Information to such Party as confidential or proprietary others (the except for agents, directors, officers, employees, consultants, subcontractors, licensees, partners, Affiliates and advisors (collectively, “Confidential InformationAgents”) not tounder obligations of confidentiality) or use it for any purpose other than in connection with the Development, disclose to any other Person Manufacture or use, except for purposes Commercialization of Products in accordance with this Agreement, and each Party shall exercise Commercially Reasonable Efforts to prevent and restrain the unauthorized use and disclosure of such Confidential Information by any of its Agents, which efforts shall be at least as diligent as those generally used by such Party in protecting its own confidential and proprietary information. Each Party will be responsible for a [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. breach of this ARTICLE VIII by its Agents. Forest may disclose Confidential Information of Adamas, and Adamas may disclose Confidential Information of Forest (including any [ * ]) (a) to Governmental Authorities in order to respond to inquiries, requests or investigations by Governmental Authorities and (b) subject to Section 4.2(f), otherwise to the extent reasonably necessary in order to fulfill its obligations or exercise its rights under Section 4.2(f) and 4.5 under this Agreement (but for clarity, except pursuant to [ * ] use Confidential Information of [ * ] for purposes related to [ * ]). In addition, Forest may disclose Confidential Information of Adamas (x) to the extent reasonably necessary or useful to obtain or maintain INDs or Regulatory Approvals for any Product consistent with Forest’s rights under this Agreement; (y) to outside consultants, scientific advisory boards, managed care organizations, and non-clinical and clinical investigators to the extent reasonably necessary or reasonably useful to Develop, Manufacture or Commercialize any Product in a manner consistent with Forest’s rights under this Agreement; or (z) to the extent reasonably useful to Develop, Manufacture or Commercialize any Product in a manner consistent with Forest’s rights under this Agreement. With respect to any disclosure of the other Party’s Confidential Information pursuant to this Section 8.1, each Party shall obtain the same confidentiality obligations from any Third Parties (excluding Governmental Authorities) to which it discloses the Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) as it obtains with respect to its Representatives on a need-to-know basis in connection with the performance own similar types of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationinformation.

Treatment of Confidential Information. (a) The Parties Ceding Company shall notnot use any information regarding the Reinsured Policies, including information regarding the Contractholders, other than for purposes of complying with its obligations under this Agreement or as otherwise required by Applicable Law. (b) In connection with maintaining, administering, handling and transferring the data of the Contractholders and other recipients of benefits under the Reinsured Policies, each Party shall, and shall cause all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not its Affiliates and representatives to, disclose comply with all confidentiality and security obligations applicable to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis them in connection with the performance collection, use, disclosure, maintenance and transmission of any Personal Information, including the provisions of privacy policies under which such information was gathered and applicable Privacy and Security Laws. Each Party shall permit each other Party and its representatives, as well as Governmental Entities as required by Applicable Law, to audit such Party’s compliance herewith. Each Party agrees that Personal Information shall be disclosed only (i) as required by Applicable Law or a Governmental Entity, (ii) as required or appropriate to perform their respective duties and obligations hereunder or (iii) as otherwise agreed by the Parties. (c) If either Party discovers a breach or threatened breach of its security safeguards or measures that involves or may reasonably be expected to involve unauthorized access to, disclosure of or use of, or have a material adverse effect on, Personal Information or would require a breach notification to a Contractholder under this Agreement; Applicable Law (Ba “Security Incident”), such Party shall, at its own expense, (i) notify (both orally, if practicable, and in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Cevent in writing) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice as promptly as reasonably practicable of said Security Incident, (ii) promptly (and in any event within two (2) Business Days) investigate such Security Incident, (iii) promptly (and in any event within two (2) Business Days) take commercially reasonable steps to restore the security of such requirementPersonal Information, andnotifying the other Party in writing with respect to such measures, (iv) deliver any required or requested notifications or other communications to the extent reasonably practicablethird parties (including Contractholders) with respect to such Security Incident in a timely manner as required by Applicable Law, (v) remedy any such Security Incident, including using best efforts to identify and address any root causes for such Security Incident, and (vi) cooperate with the other Party (at and any Governmental Entity investigating such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilegeSecurity Incident. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential InformationSection 11.10.

Treatment of Confidential Information. (a) The Parties shall notSubject to Applicable Law, each party shall, and shall cause its agents, representatives, Affiliates, employees, managers, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access for any Person to) all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary information about or from the other party learned in the course of contract negotiations, due diligence review or performance under this Agreement, the terms and conditions of this Agreement and the other Transaction Documents and all agreements, transactions and documents associated herewith and therewith and any analyses, compilations, studies or other documents prepared, in whole or in part, on the basis of any of the foregoing (the “Confidential Information”) not to), disclose to but excluding Confidential System Information and any other Person or useinformation in which Seller, except for purposes as part of this Agreementtransaction, any Confidential Information of the other Partytransfers an ownership interest to Purchaser (which information is governed by Section 6(b), above); provided, however, that nothing in this Section 6(c) shall restrict the Confidential Information may be used by such Party rights of either party to enforce this Agreement or the extent that such Confidential Information has been other Transaction Documents against the other party; (iii) in the public domain through no fault of such Party event that either party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group)agents, which sources are not themselves bound by a confidentiality obligation; providedrepresentatives, furtherAffiliates, that each Party may disclose Confidential Information of the other Partyemployees, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any reportmanagers, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party officers and directors becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Partyparty, such disclosing Party shall provide the other Party party with prompt prior written notice of such requirement, and, and provide reasonable cooperation to the extent reasonably practicable, cooperate with other party (at the other Party (at such other Partyparty’s expense) to obtain so that the other party may seek a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that other remedy; (iii) if such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the such Confidential Information that has been which is legally compelled, required to be provided and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance assurances that confidential treatment will be accorded such Confidential Information., and (iv) maintain in strict confidence as corporate records any and all copies in the possession of such party or any of its agents, representatives, Affiliates, employees, managers, officers and directors of any such Confidential Information; provided, however, that this section shall not apply to any information that, at the time of disclosure, is available publicly other than as a result of a breach of this Agreement or the disclosure by the disclosing party of such information without a duty of confidentiality; provided further, that specific information shall not be deemed to be within the foregoing exception merely because it is embraced in general disclosures in the public domain. Notwithstanding the foregoing, neither party shall have an obligation to maintain as confidential any information or materials that are

Treatment of Confidential Information. (a) The Parties shall notDuring discussions leading up to the execution of the Agreement, and shall cause all other Persons providing Services or having access to information during the course of performance of the other Party Agreement, it is expected that is known to such Party as each party hereto (“Receiving Party”) will learn confidential or and proprietary information and/or trade secrets (the “Confidential Information”) of the other party ("Disclosing Party"). Confidential Information includes, by way of example, all technical, marketing, financial, and clinical information, as applicable, of Disclosing Party that the Receiving Party knows or reasonably should know are to be treated as confidential, as well as all materials that are marked by Disclosing Party as confidential or proprietary. Member expressly acknowledges and agrees that all Product pricing information contained in a Vendor Purchase Agreement is confidential, shall be treated as the Confidential Information of Rev360 GPO and shall not to, disclose be disclosed by Member to any other Person third party. Except as permitted in this Agreement and/or as authorized by Disclosing Party in writing, Receiving Party will not, directly or useindirectly, except for purposes of this Agreement, (a) use any Confidential Information for any purpose that is not directly related to the performance of its obligations under the other Party; provided, however, that Agreement or (b) publish or disclose any Confidential Information to any third party. Receiving Party shall maintain the Confidential Information may be used by such in a secure manner that is at least as protective as that which Receiving Party uses with respect to the extent that such its own confidential and proprietary information, but in no event shall Receiving Party provide Confidential Information has been less than reasonable protection. Receiving Party will take such action as necessary, including agreements with or instructions to its employees and agents, to enable it to perform its obligations with respect to Confidential Information. Receiving Party's obligations with respect to Confidential Information shall cease to apply with respect to Confidential Information that: (i) in is or becomes part of the public domain through no fault other than by breach of such Party or any member of such Group or any of their respective Representatives or the Agreement by Receiving Party; (ii) later lawfully acquired is developed by Receiving Party independent of any Confidential Information; (iii) is rightly received by Receiving Party from other sources a third party who is not under an obligation of confidentiality with respect to such information; (iv) must be disclosed by such Party law; or (v) is required to be disclosed under court order or any member of such Party’s Group), which sources are not themselves bound subpoena. In the event Confidential Information is required to be disclosed by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Partycourt order, to the extent not prohibited allowed by applicable Law: (A) to its Representatives on a need-to-know basis in connection with law, Receiving Party shall notify the performance Disclosing Party of such Party’s obligations under this Agreement; court order prior to disclosing the Confidential Information (B) if permitted by law, but in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Ccase as soon as possible) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, and cooperate with the other Disclosing Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In contest the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion disclosure of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall notExcept as expressly provided in this Agreement, and shall cause all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary neither MUTUAL nor TRIBUTE (the “Confidential InformationObligated Party”) not to, shall use or reveal or disclose to any other Person or use, except for purposes of this Agreement, third parties any Confidential Information of the other Party (the “Owning Party; provided”), howevernor shall the Obligated Party use any Confidential Information of the Owning Party, without first obtaining the prior consent of the Owning Party. The foregoing non-use and non-disclosure obligations shall not apply to Confidential Information of the Owning Party that the Confidential Information may be used Obligated Party can prove by such Party to the extent that such Confidential Information has been competent written evidence: (i) is or becomes in the public domain other than through no fault the default of such the Obligated Party or any member of such Group its Affiliates or any of their respective Representatives or permitted recipients of such Confidential Information, (ii) later lawfully acquired from other sources is already legitimately in the possession of the Obligated Party, (iii) is disclosed to the Obligated Party by such a third party having the right to do so, or (iv) is subsequently and independently developed by employees, agents, consultants, or third parties on behalf of the Obligated Party (or any member Affiliates thereof who had no knowledge of such Party’s GroupConfidential Information; provided that, with respect to Confidential Information related to the Purchased Assets that was the Confidential Information of MUTUAL before the Closing and that became the Confidential Information of TRIBUTE after the Closing as provided in definition of the term “Confidential Information,” none of the foregoing exceptions (other than (i) and (iii), which sources are not themselves bound by a confidentiality obligation; provided, further, that each ) shall apply. The Obligated Party may disclose Confidential Information of the other Owning Party to the Obligated Party’s Affiliates, collaborators, employees, consultants or agents who reasonably require such access and who are bound by non-use and non-disclosure obligations at least as restrictive as those contained in this Agreement. In any event, the Obligated Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own, but no less than reasonable care, to ensure that its employees, consultants and agents do not disclose or make any unauthorized use of the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Owning Party. The Confidential Information, and all copies of part or all thereof, shall be and remain the exclusive property of the Owning Party, such disclosing and the Obligated Party shall provide acquire only such rights as are expressly set forth in this Agreement and only for as long as such rights are in effect. 30 [**] – Certain information on this page has been omitted and filed separately with the other Party Securities and Exchange Commission. Confidential treatment has been requested with prompt prior written notice of such requirement, and, respect to the extent reasonably practicable, cooperate omitted portion. 31 [**] – Certain information on this page has been omitted and filed separately with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Securities and Exchange Commission. Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that treatment has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) requested with respect to obtain assurance that confidential treatment will be accorded such Confidential Informationthe omitted portion.

Treatment of Confidential Information. Except as expressly provided in this Agreement (asuch as, by way of illustration, in Section 6.4), neither GSK nor DIVERSA (the “Obligated Party”) The shall use or reveal or disclose to Third Parties shall not, and shall cause all other Persons providing Services or having access to information any Confidential Information *Confidential Treatment Requested EXECUTION COPY of the other Party that is known to such Party as confidential or proprietary (the “Confidential InformationOwning Party”) not to), disclose to any other Person or use, except for purposes of this Agreement, nor shall the Obligated Party use any Confidential Information of the other Owning Party; provided, however, without first obtaining the prior consent of the Owning Party. The foregoing non-use and non-disclosure obligations shall not apply to Confidential Information of the Owning Party that the Confidential Information may be used Obligated Party can prove by such Party to the extent that such Confidential Information has been competent written evidence: (i) is or becomes in the public domain other than through no fault the default of such the Obligated Party or any member of such Group its Affiliates or any of their respective Representatives or permitted recipients of such Confidential Information, (ii) later lawfully acquired from other sources is already legitimately in the possession of the Obligated Party, (iii) is disclosed to the Obligated Party by such a Third Party having the right to do so, or (iv) is subsequently and independently developed by employees, agents, consultants, or any member Third Parties on behalf of the Obligated Party or Affiliates thereof who had no knowledge of such Party’s GroupConfidential Information; provided that, with respect to Confidential Information related to the Purchased Assets that was the Confidential Information of GSK before the Time of Closing and that became the Confidential Information of DIVERSA after the Time of Closing as provided in definition of the term “Confidential Information,” none of the foregoing exceptions (other than (i) and (iii), which sources are not themselves bound by a confidentiality obligation; provided, further, that each ) shall apply. The Obligated Party may disclose Confidential Information of the other Owning Party to the Obligated Party’s Affiliates, collaborators, employees, consultants or agents who reasonably require such access (including, with respect to GSK, for purposes of the rights granted under Section 7.5) and who are bound by non-use and non-disclosure obligations at least as restrictive as those contained in this Agreement. In any event, the Obligated Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own, but no less than reasonable care, to ensure that its employees, consultants and agents do not disclose or make any unauthorized use of the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Owning Party. The Confidential Information, and all copies of part or all thereof, shall be and remain the exclusive property of the Owning Party, such disclosing and the Obligated Party shall provide the other Party with prompt prior written notice of acquire only such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at rights as are expressly set forth in this Agreement and only for as long as such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationrights are in effect.

Treatment of Confidential Information. (a) The Parties shall notEach Party agrees to retain in strict confidence and not to disclose, and shall cause all other Persons providing Services divulge or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose otherwise communicate to any other Person person or use, except for purposes of this Agreement, entity any Confidential Information of the other Party; provided, howeverwhether received prior to or after the date hereof, that the Confidential Information may be used by such Party and further agrees not to the extent that use any such Confidential Information has been (i) for any purpose, except pursuant to, and in order to carry out, the public domain through no fault terms and objectives of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group)this Agreement, which sources are not themselves bound by a confidentiality obligation; provided, further, except that each Party may disclose Confidential Information of the other Party, Party to the extent not prohibited officers, directors, employees, agents, accountants, attorneys, consultants, subcontractors or other representatives of the receiving Party or its Affiliates (the “Representatives”), who, in each case, (a) need to know such Confidential Information for purposes of the implementation and performance by applicable Law: the receiving Party of this Agreement and (Ab) will use the Confidential Information only for such limited purposes. Each Party hereby agrees to use at least the same standard of care in complying with its confidentiality obligations hereunder as it uses to protect its own Confidential Information of comparable sensitivity and to exercise reasonable precautions to prevent and restrain the unauthorized disclosure of such Confidential Information by any of its Representatives. Each Party warrants that each of its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose whom any Confidential Information is revealed shall previously have been informed of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion confidential nature of the Confidential Information that has been legally compelled, and shall exercise have agreed to maintain its commercially reasonable efforts (at such other Party’s expense) confidentiality under terms no less restrictive than those set forth in this Article X. Without limiting the generality of any of the foregoing, the parties agree not to make any disclosure of Confidential Information that would be reasonably likely to impair the Parties’ ability to obtain assurance that confidential treatment will be accorded U.S. or foreign patents on any patentable invention or discovery described or otherwise embodied in such Confidential Information. The Confidential Information of each Party includes information from Third Parties disclosed by one Party to this Agreement to the other Party to this Agreement.

Treatment of Confidential Information. (ai) The Parties shall not, and shall cause all other Persons providing Services or having access to information of Each Receiving Party agrees that the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the Disclosing Party will be used solely by such Receiving Party and its Representatives and Affiliates for the purpose of completing the transactions contemplated by this Agreement and will not be used, directly or indirectly, in any other Party; provided, however, way or for any other purpose. Each Receiving Party further agrees that it and its Representatives and Affiliates shall keep the Confidential Information may be used by of the Disclosing Party confidential in accordance with the terms hereof and shall not disclose any of such Party Confidential Information to any Person, except to the extent that such disclosure (A) has been specifically consented to in writing by the Disclosing Party, (B) subject to compliance with Section 8.06(a)(ii) below, is required by Law or pursuant to an audit or examination by any regulatory, self-regulatory or supervisory organization, or (C) is made to the Receiving Party’s or its Affiliates’ Representatives in each case (1) who need to know such Confidential Information has for the purpose of completing the transactions contemplated hereby, (2) who have been advised of this Section 8.06(a) and the confidential nature of the Disclosing Party’s Confidential Information, and (i3) who are subject to a legally binding undertaking of confidentiality containing confidentiality and use terms not less restrictive than those contained in this Section 8.06(a) or, in the public domain through no fault case of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group)legal advisers, which sources are not themselves bound by a professional duty of confidentiality. In any event, the Disclosing Party shall, at all times, be and remain liable for any act or omission of its Representatives or any Person to whom the Receiving Party or its Affiliates or Representatives disclose any Confidential Information that would constitute a violation of the confidentiality obligation; providedand use obligations hereunder. Without diminishing any of a Receiving Party’s obligations hereunder, further, that each Receiving Party may disclose shall agree to use at least the same degree of care to protect Confidential Information of the other Party, Disclosing Party as it employs to the extent not prohibited by applicable Law: (A) to protect its Representatives on a need-to-know basis in connection with the performance own information of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing like importance. Each Receiving Party in the course of any litigation, investigation or administrative proceeding. In the event further agrees that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information disclosed to it that has been legally compelled, is in written form that is copied or reproduced shall be and shall exercise its commercially reasonable efforts (at such other Party’s expense) remain subject to obtain assurance that confidential treatment will be accorded such Confidential Information.the terms of this Section 8.06

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary and received in connection with the provision of Services (the “Confidential Information”) not to, disclose to any other Person person or use, except for purposes of or as contemplated by this AgreementAgreement (or any other Transaction Document), any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Party’s Group or any of their respective Representatives or Representatives, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligationobligation or (iii) independently generated without reference to any Confidential Information of the other Party; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (Ai) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (Bii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Ciii) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall notCeding Company and the Reinsurer (each, and shall cause all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential InformationReceiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and following the Phase 1 Closing Date, the Receiving Party and its Affiliates will not todisclose, disclose to any other Person give, sell, use or use, except for purposes of this Agreement, divulge any Confidential Information of the other party (the “Disclosing Party; provided”) for any purpose or permit their respective Representatives to do the same, however, except that the each Receiving Party may disclose such Confidential Information may be used by such Party or portions thereof (i) if legally compelled to do so, (ii) to the extent necessary for the performance of such Receiving Party’s obligations under this Agreement, the Master Transaction Agreement, the Phase 1 Ancillary Agreements and the Phase 2 Ancillary Agreements, (iii) to the extent necessary for the enforcement of the rights of such Receiving Party and its Affiliates under this Agreement, the Master Transaction Agreement, the Phase 1 Ancillary Agreements or the Phase 2 Ancillary Agreements, (iv) to those of such Receiving Party’s Affiliates and their respective Representatives, and in the case of the Reinsurer, Kohlberg Kravis Xxxxxxx & Co. L.P. and its Affiliates, in each case who need to know such information for the foregoing purposes, (v) as required under any Applicable Law or by any Governmental Authority, (vi) as might be necessary for Tax or financial reporting purposes or during the course of external audits, (vii) to its retrocessionaires in connection with its retrocession of all or a portion of the risks ceded hereunder in compliance with the terms of this Agreement, or (viii) to which the Disclosing Party gives its prior written consent; provided that in the case of clauses (iv) and (vii) that the Receiving Party may only disclose such Confidential Information has been (i) to Persons who are bound by confidentiality obligations in the public domain through no fault respect of such Confidential Information that are at least as stringent as the confidentiality obligations of the Receiving Party. If the Receiving Party or any member of such Group its Affiliates, or any of their respective Representatives receives a subpoena, regulatory request or (ii) later lawfully acquired from other sources by such Party (or any member court order in respect of such Party’s Group)disclosure, which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Receiving Party shall provide the other Disclosing Party with prompt prior written notice of such requirement, and, to requirement so that the extent reasonably practicable, cooperate with the other Disclosing Party (at such other Party’s expense) to obtain may seek a protective order or similar other remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilegeor waive compliance with this Section 16.10. In the event that such protective order or other similar remedy is not obtained, or the disclosing Disclosing Party waives compliance with this Section 16.10, the Receiving Party or its Affiliates or their respective Representatives, as applicable, shall furnish only that portion of the Confidential Information that has been which is legally compelled, required to be provided and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance assurances that appropriate confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The a)The Parties shall not, and shall cause all other Persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) Representatives not to, disclose to any other Person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited permitted by applicable Applicable Law: (Ai) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (Bii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Ciii) in order to comply with applicable Law, Applicable Law or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In Notwithstanding anything to the contrary in the preceding sentence, in the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party (to the extent legally permitted) shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information which it is advised by counsel that has been it is legally compelledcompelled to disclose, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons providing Services or having access to information of parties agree that during the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person or use, except for purposes term of this Agreement, any and for a period of five (5) years after this Agreement terminates, a party receiving Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that party will (a) maintain in confidence such Confidential Information has been to the same extent such party maintains its own proprietary information, but with no less than a reasonable degree of care; (b) not disclose such Confidential Information to any third party without the other party’s prior written consent; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a party is required by law, regulation or court order to disclose Confidential Information of the other party, the party required to make such disclosure shall (i) in promptly send a copy of the public domain through no fault order or notice to the other party not less than ten (10) days before the proposed disclosure (or such shorter period of such Party or any member of such Group or any of their respective Representatives or time as may be reasonably practical under the circumstances); (ii) later lawfully acquired from reasonably cooperate with the other sources by party if the other party wishes to object or condition such Party disclosure through a protective order or otherwise; (or any member iii) limit the extent of such Party’s Group)disclosure to the minimum required to comply with the order or notice; and (iv) use reasonable efforts to seek confidential treatment (i.e., which sources are not themselves bound by filing “under seal”) for that disclosure. In addition, a confidentiality obligation; provided, further, that each Party party may disclose Confidential Information of the other Partyparty to its Affiliates and employees, to the extent not prohibited by applicable Law: (A) Sublicensees and potential Sublicensees, to its Representatives on investors or potential investors of a need-to-know basis party in connection with due diligence or similar investigations or in confidential financing documents, to an organization to whom TSRI intends to assign or transfer or does assign or transfer this Agreement or the performance of payment obligations due hereunder to TSRI, or to TSRI’s Assignee, in each case, that any such Party’s obligations under this Agreement; (B) agrees in any report, statement, testimony or other submission required writing to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) bound by terms of confidentiality and non-use at least as stringent as those set forth in order to comply this Section 10.1, but with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process no further right to disclose any Confidential Information of or otherwise distribute the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Partyparty’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

Treatment of Confidential Information. (a) The Parties shall not, and shall cause all other Persons persons providing Services or having access to information of the other Party that is known to such Party as confidential or proprietary (the “Confidential Information”) not to, disclose to any other Person person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided, however, that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited permitted by applicable Law: (Ai) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (Bii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (Ciii) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information. Navy’s Confidential Information shall include any data and software that Red Lion or any of its Affiliates are provided or have access to solely as a result of the access rights provided in Section 4.01.

Treatment of Confidential Information. During the Term of this Agreement and for a period ending at the occurrence of one of the exceptions to restrictions (a) The Parties through (c) or (e) found below in this Article 10, JDS and Banner each shall notkeep, and shall cause its respective Affiliates, officers, directors, employees and agents to keep, confidential all other Persons providing Services or having access information proprietary to information of the other Party party and that is known to such Party as confidential or proprietary (has been acquired by it through its participation in the “Confidential Information”) not to, disclose to any other Person or use, except for purposes negotiation and performance of this Agreement, any Confidential Information and each shall use such information solely for purposes of the other Party; providedperforming its obligations or exercising its rights hereunder, however, provided that the Confidential Information may be used by such Party foregoing restriction shall not apply to information that (a) is or hereafter becomes generally available to the extent that such Confidential Information has been (i) in the public domain through no fault other than by reason of such Party or any member of such Group or any of their respective Representatives or (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group), which sources are not themselves bound by a default with respect to confidentiality obligation; provided, further, that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (Bb) is hereafter disclosed to such party by a third party who is not in default of any reportconfidentiality obligation to the other party (and such disclosure can be properly demonstrated by the receiving party); (c) was previously or is hereafter developed by or on behalf of such party, statement, testimony without reference to confidential information of the other party acquired prior to or other submission after the date hereof (and such can be properly demonstrated by the receiving party); (d) is required to be made disclosed in compliance with applicable laws or regulations or order by a court or other governmental or regulatory agency or body having competent jurisdiction, provided that reasonable measures shall be taken to any Governmental Authority having jurisdiction over assure confidential treatment of such information, but the disclosing Partydisclosure restrictions shall only be released to the extent of such specific disclosure required under this clause (d); (e) is provided by such party under appropriate terms and conditions, including confidentiality provisions equivalent to those in this Agreement, to accountants and/or lawyers; or (Cf) if such party considers it reasonably necessary to disclose such information in order to comply connection with applicable Lawany action, suit or proceeding before any court or any governmental or other regulatory agency or body or any arbitral panel, or any audit or investigation brought by any governmental or other regulatory agency or body, or the assertion of any claim against any insurer or other third party, but then only after providing prompt written notice to the other party and a reasonable opportunity for the other party to object to disclosure and protect its rights. Each of JDS and Banner recognizes that any violation of this confidentiality provision may cause the other irreparable harm and agrees that the other party shall be entitled, in response addition to any summonsother right or remedy it may have, subpoena at law or in equity, to an injunction without the posting of any bond or other legal process or formal or informal investigative demand issued to security, enjoining the disclosing Party in the course party, its Affiliates and their respective officers, directors, employees and agents from any violation or potential violation of this Article 10. The terms of this Article 10 shall survive any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice termination of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Informationthis Agreement.