Common use of Confidentiality; Use of Name Clause in Contracts

Confidentiality; Use of Name. WMIL and the Client acknowledge and agree that any and all information or materials communicated between the parties, including the terms of this Agreement, is confidential information provided that confidential information shall exclude information or material which at the time of its disclosure is, or which thereafter becomes, (in each case otherwise than as a result of any act or default by the recipient), part of the public domain by publication or otherwise (“Confidential Information”). For the purposes of this section, the party receiving the other party’s Confidential Information shall be referred to as the “Receiving Party”, and the party disclosing such Confidential Information shall be referred to as the “Disclosing Party”. At all times Confidential Information shall be handled with at least the same standard of confidentiality accorded to the most sensitive and confidential documents and information of the Receiving Party, but no less than a commercially reasonable standard of care. The Receiving Party shall not use the Confidential Information for any purpose other than in connection with the exercise of its responsibilities under this Agreement. As applicable, the Receiving Party agrees that dissemination of the Confidential Information will be limited to only those employees, affiliates or agents of the Receiving Party (collectively, “Representatives”) who have a need to know for purposes of this Agreement and the Receiving Party shall be responsible to the party disclosing such Confidential Information (the “Disclosing Party”) for any breach of this Section by any of the Receiving Party’s Representatives. The Receiving Party shall promptly notify the Disclosing Party in writing in the event it becomes aware of any loss or unauthorised disclosure of any Confidential Information by the Receiving Party or its Representatives. Confidential Information shall not include any information that: (i) is or becomes publicly available other than as a result of a breach of this Agreement, (ii) is or becomes available on a non-confidential basis to the Receiving Party from a source which is not known to the Receiving Party to be subject to a duty of confidentiality with respect to such information, (iii) was legally in the Receiving Party’s possession prior to disclosure by the Disclosing Party without any obligation of confidentiality, (iv) is developed by or for the Receiving Party independently of the Disclosing Party’s Confidential Information; or (v) is expressly approved for release by written authorization of the disclosing party. In the event that the Receiving Party is requested or required by a legal or regulatory authority, law or legal process (a “Demand”) to disclose any Confidential Information, the Receiving Party shall promptly, , notify the Disclosing Party of such Demand as reasonable under the circumstances, and only to the extent permitted by law. In the event a protective order or other remedy is not obtained, the Receiving Party agrees to furnish only that portion of the Confidential Information that it reasonably determines, in consultation with its counsel, is consistent with the scope of the Demand, and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. The Receiving Party will provide reasonable cooperation to the Disclosing Party and its legal counsel with respect to any Demand. Any expenses incurred by the Receiving Party in complying with this section shall be at the sole cost of the Disclosing Party. Upon either party’s written request , each party shall (i) return to the other party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other party’s Confidential Information, (ii) permanently delete all of the other party’s Confidential Information from its computer systems, and (iii) certify in writing to the other party that it has complied with this Section. Notwithstanding the foregoing, either party may retain Confidential Information to the extent required to be retained by law or routine and automatic back-up archiving systems. The Client agrees that the investment decisions and recommendations made by WMIL under this Agreement will not be used by the Client or its affiliates for any purpose other than with respect to the Account, without the written consent of WMIL. Neither party will use the other party’s name, logo or make any statements relating to such party or its affiliates in any promotional or disclosure materials unless and until such party has reviewed and approved the materials prior to their first use, which approval will not be unreasonably withheld or delayed. Each party shall indemnify and hold harmless the other party from any losses or costs arising from such party’s unauthorized use of the other party’s name and logo in marketing materials. The terms of this Section shall survive the expiration or termination of this Agreement, and the Disclosing Party shall be entitled to seek injunctive relief for any violation of this Section.

Confidentiality; Use of Name. WMIL and the Client acknowledge and agree that any and all information or materials communicated between the parties, including the terms of this Agreement, is confidential information provided that confidential information shall exclude information or material which at the time of its disclosure is, or which thereafter becomes, (in each case otherwise than as a result of any act or default by the recipient), . part of the public domain by publication or otherwise (“Confidential Information”). For the purposes of this section, the party receiving the other party’s Confidential Information shall be referred to as the “Receiving Party”, and the party disclosing such Confidential Information shall be referred to as the ““ Disclosing Party”. At all times Confidential Information shall be handled with at least the same standard of confidentiality accorded to the most sensitive and confidential documents and information of the Receiving Party, but no less than a commercially reasonable standard of care. The Receiving Party shall not use the Confidential Information for any purpose other than in connection with the exercise of its responsibilities under this Agreement. As applicable, . the Receiving Party agrees that dissemination of the Confidential Information will be limited to only those employees, . affiliates or agents of the Receiving Party (collectively, “Representatives”) who have a need to know for purposes of this Agreement and the Receiving Party shall be responsible to the party disclosing such Confidential Information (the “Disclosing Party”) for any breach of this Section by any of the Receiving Party’s Representatives. The Receiving Party shall promptly notify the Disclosing Party in writing in the event it becomes aware of any loss or unauthorised disclosure of any Confidential Information by the Receiving Party or its Representatives. Confidential Information shall not include any information that: (i) is or becomes publicly available other than as a result of a breach of this Agreement, (ii) is or becomes available on a non-confidential basis to the Receiving Party from a source which is not known to the Receiving Party to be subject to a duty of confidentiality with respect to such information, (iii) was legally in the Receiving Party’s possession prior to disclosure by the Disclosing Party without any obligation of confidentiality, (iv) is developed by or for the Receiving Party independently of the Disclosing Party’s Confidential Information; or (v) is expressly approved for release by written authorization of the disclosing party. In the event that the Receiving Party is requested or required by a legal or regulatory authority, law or legal process (a “Demand”) to disclose any Confidential Information, the Receiving Party shall promptly, , notify the Disclosing Party of such Demand as reasonable under the circumstances, and only to the extent permitted by law. In the event a protective order or other remedy is not obtained, the Receiving Party agrees to furnish only that portion of the Confidential Information that it reasonably determines, in consultation with its counsel, is consistent with the scope of the Demand, and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. The Receiving Party will provide reasonable cooperation to the Disclosing Party and its legal counsel with respect to any Demand. Any expenses incurred by the Receiving Party in complying with this section shall be at the sole cost of the Disclosing Party. Upon either party’s written request request, each party shall (i) return to the other party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other party’s Confidential Information, (ii) permanently delete all of the other party’s Confidential Information from its computer systems, and (iii) certify in writing to the other party that it has complied with this Section. Notwithstanding the foregoing, either party may retain Confidential Information to the extent required to be retained by law or routine and automatic back-up archiving systems. The Client agrees that the investment decisions and recommendations made by WMIL under this Agreement will not be used by the Client or its affiliates for any purpose other than with respect to the Account, without the written consent of WMIL. Neither party will use the other party’s name, logo or make any statements relating to such party or its affiliates in any promotional or disclosure materials unless and until such party has reviewed and approved the materials prior to their first use, which approval will not be unreasonably withheld or delayed. Each party shall indemnify and hold harmless the other party from any losses or costs arising from such party’s unauthorized use of the other party’s name and logo in marketing materials. The terms of this Section shall survive the expiration or termination of this Agreement, and the Disclosing Party shall be entitled to seek injunctive relief for any violation of this Section.

Confidentiality; Use of Name. WMIL WME and the Client acknowledge and agree that any and all information or materials communicated between the parties, including the terms of this Agreement, Agreement is confidential information provided that confidential information shall exclude information or material which at the time of its disclosure is, or which thereafter becomes, (in each case otherwise than as a result of any act or default by the recipient), part of the public domain by publication or otherwise (“Confidential Information”). For the purposes of this section, the party receiving the other party’s Confidential Information shall be referred to as the “Receiving Party”, Party and the party disclosing such Confidential Information shall be referred to as the “Disclosing Party”. At all times Confidential Information shall be handled with at least the same standard of confidentiality accorded to the most sensitive and confidential documents and information of the Receiving Party, but no less than a commercially reasonable standard of care. The Receiving Party shall not use the Confidential Information for any purpose other than in connection with the exercise of its responsibilities under this Agreement. As applicable, the Receiving Party agrees that dissemination of the Confidential Information will be limited to only those employees, affiliates or agents of the Receiving Party (collectively, “Representatives”) who have a need to know for purposes of this Agreement and the Receiving Party shall be responsible to the party disclosing such Confidential Information (the “Disclosing Party”) for any breach of this Section by any of the Receiving Party’s Representatives. The Receiving Party shall promptly notify the Disclosing Party in writing in the event it becomes aware of any loss or unauthorised disclosure of any Confidential Information by the Receiving Party or its Representatives. Confidential Information shall not include any information that: (i) is or becomes publicly available other than as a result of a breach of this Agreement, (ii) is or becomes available on a non-confidential basis to the Receiving Party from a source which is not known to the Receiving Party to be subject to a duty of confidentiality with respect to such information, (iii) was legally in the Receiving Party’s possession prior to disclosure by the Disclosing Party without any obligation of confidentiality, (iv) is developed by or for the Receiving Party independently of the Disclosing Party’s Confidential Information; or (v) is expressly approved for release by written authorization of the disclosing party. In the event that the Receiving Party is requested or required by a legal or regulatory authority, law or legal process (a “Demand”) to disclose any Confidential Information, the Receiving Party shall promptly, , promptly notify the Disclosing Party of such Demand as reasonable under the circumstances, and only to the extent permitted by law. In the event a protective order or other remedy is not obtained, the Receiving Party agrees to furnish only that portion of the Confidential Information that it reasonably determines, in consultation with its counsel, is consistent with the scope of the Demand, and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. The Receiving Party will provide reasonable cooperation to the Disclosing Party and its legal counsel with respect to any Demand. Any expenses incurred by the Receiving Party in complying with this section shall be at the sole cost of the Disclosing Party. Upon either party’s written request , each party shall (i) return to the other party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other party’s Confidential Information, (ii) permanently delete all of the other party’s Confidential Information from its computer systems, and (iii) certify in writing to the other party that it has complied with this Section. Notwithstanding the foregoing, either party may retain Confidential Information to the extent required to be retained by law or routine and automatic back-up archiving systems. The Client agrees that the investment decisions and recommendations made by WMIL WME under this Agreement will not be used by the Client or its affiliates for any purpose other than with respect to the Account, without the written consent of WMILWME. Neither party will use the other party’s name, logo or make any statements relating to such party or its affiliates in any promotional or disclosure materials unless and until such party has reviewed and approved the materials prior to their first use, which approval will not be unreasonably withheld or delayed. Each party shall indemnify and hold harmless the other party from any losses or costs arising from such party’s unauthorized use of the other party’s name and logo in marketing materials. The terms of this Section shall survive the expiration or termination of this Agreement, and the Disclosing Party shall be entitled to seek injunctive relief for any violation of this Section.

Confidentiality; Use of Name. WMIL Following the Effective Date, each Party agrees that he, she or it will keep confidential and will not disclose or use for any purpose (other than the Client acknowledge and agree that consummation of the transactions contemplated hereby), (a) any and all information or materials communicated between the parties, including about the terms of this Agreement, is Agreement (including the status or existence hereof) or the transactions contemplated hereby and (b) any confidential information provided that confidential information shall exclude information about the Company or material which at the time of its disclosure is, any Purchaser obtained from another Party or which thereafter becomes, (in each case otherwise than as a result of any act or default by the recipient), part of the public domain by publication or otherwise (“Confidential Information”). For the purposes of this section, the party receiving the other party’s Confidential Information shall be referred to as the “Receiving Party”, and the party disclosing such Confidential Information shall be referred to as the “Disclosing Party”. At all times Confidential Information shall be handled with at least the same standard of confidentiality accorded to the most sensitive and confidential documents and information of the Receiving Party, but no less than a commercially reasonable standard of care. The Receiving Company Party shall not use the Confidential Information for any purpose other than solely in connection with the exercise of its responsibilities under this Agreement. As applicable, the Receiving Party agrees that dissemination of the Confidential Information will be limited to only those employees, affiliates or agents of the Receiving Party (collectively, “Representatives”) who have a need to know for purposes of this Agreement and the Receiving Party shall be responsible to the party disclosing unless any such Confidential Information (the “Disclosing Party”) for any breach of this Section by any of the Receiving Party’s Representatives. The Receiving Party shall promptly notify the Disclosing Party in writing in the event it becomes aware of any loss or unauthorised disclosure of any Confidential Information by the Receiving Party or its Representatives. Confidential Information shall not include any information that: (i) is known or becomes publicly available known to the public (other than as a result of a breach of confidentiality (including this Agreement, ) by the Party), (ii) is or becomes available on a non-confidential basis has been made known or disclosed to the Receiving receiving Party from by a source which is not known to third party (including the Receiving Party to be subject to Company) without a duty breach of any confidentiality with respect to obligations by such information, third party or (iii) was legally is already in the Receiving receiving Party’s possession prior or available to disclosure by the Disclosing receiving Party without any obligation of confidentiality, and not subject to confidentiality restrictions; provided, however, that each Party may disclose such information (iv) is developed by or for the Receiving Party independently of the Disclosing Party’s Confidential Information; or (v) is expressly approved for release by written authorization of the disclosing party. In the event that the Receiving Party is requested or required by a legal or regulatory authority, law or legal process (a “Demand”A) to disclose any Confidential Informationhis, the Receiving Party shall promptlyher or its attorneys, accountants, notify the Disclosing Party of such Demand as reasonable under the circumstances, consultants and only other professionals to the extent necessary to obtain their services in connection with the transfer and sale of the Shares or the monitoring of his, her or its investment in the Company, (B) as may be required by law, subpoena, regulatory request or in connection with a judicial process or arbitration, provided, that, if permitted by law. In the event a protective order or other remedy is not obtained, the Receiving Party promptly notifies the applicable Party(ies) and the Company in advance of such disclosure and agrees to furnish only that portion of the Confidential Information that it reasonably determinescooperate to take reasonable steps, in consultation with its counsel, is consistent with the scope of the Demand, and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. The Receiving Party will provide reasonable cooperation to the Disclosing Party and its legal counsel with respect to any Demand. Any expenses incurred by the Receiving Party in complying with this section shall be at the sole cost non-disclosing Party’s or the Company’s expense, to minimize the extent of the Disclosing Party. Upon either party’s written request , each party shall (i) return to the other party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other party’s Confidential Information, (ii) permanently delete all of the other party’s Confidential Information from its computer systemssuch required disclosure, and (iiiC) certify to any existing or prospective affiliate, partner, member, stockholder or wholly-owned subsidiary of such Party, and any of their employees, attorneys, accountants, consultants or other professionals, in writing the ordinary course of such Party’s business; provided, that any person to whom disclosure is made pursuant to Section 9.11(A) or (C) shall be informed by the other party that it has complied with this Sectiondisclosing Party of the confidential nature of the information and shall agree to keep such information strictly confidential and/or be bound by obligations of confidentiality similar to those herein. Notwithstanding the foregoing, either party may retain Confidential Information foregoing or anything to the extent required to be retained by law or routine contrary herein, each Party hereby covenants and automatic back-up archiving systems. The Client agrees that it shall not include, market or reference its ownership of any securities of the investment decisions and recommendations made by WMIL under this Agreement will not be used by the Client Company or its affiliates for any purpose other than with respect to the Account, without the written consent of WMIL. Neither party will use the other partyCompany’s name, trademark or logo in or make as part of any statements relating to such announcement, posting of information on a website, written news release, third party communication, advertisement, general solicitation, publicity or its affiliates otherwise, unless provided otherwise in any promotional other agreement, or disclosure materials unless and until such party license. Furthermore, the Purchaser has reviewed and approved the materials prior right to their first use, which approval will not be unreasonably withheld or delayed. Each party shall indemnify and hold harmless disclose the other party from any losses or costs arising from such party’s unauthorized use of the other party’s name and logo in marketing materials. The terms contents of this Section shall survive the expiration or termination of this AgreementAgreement and related Agreements to potential investors, employee shareholders and the Disclosing Party shall be entitled to seek injunctive relief for any violation of this Sectionother bona fide commercial partners.