Common use of Exceptions Clause in Contracts

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the this Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the completion, expiration or earlier termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the this Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject The foregoing obligations and restrictions do not apply to Section 25.4 hereofthat part of the Confidential Information that the Receiving Party demonstrates: (i) was available or became generally available to the public other than as a result of a disclosure by the Receiving Party; or (ii) was available, or became available, to the Receiving Party on a non-confidential basis prior to its disclosure to the Receiving Party by the Disclosing Party or it’s representative, but only if such information was not made available through a breach of confidentiality owed to the Disclosing Party; (iii) was requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand or similar process) or is required by a regulatory body to make any disclosure which is prohibited or otherwise constrained by this Agreement, provided, that Receiving Party shall: (A) provide the Disclosing Party with prompt notice of any such request(s) so that the Receiving Party may seek an appropriate protective order or other appropriate remedy, and (B) provide reasonable assistance to the Disclosing Party in obtaining any such protective order. If such protective order or other remedy is not obtained or the Disclosing Party grants a waiver hereunder, then the Receiving Party may furnish that portion (and only that portion) of the Confidential Information which, in the written opinion of counsel reasonably acceptable to the Disclosing Party, the Receiving Party is legally compelled or is otherwise required to disclose; provided, that the Receiving Party shall not use reasonable efforts to obtain reliable assurance that confidential treatment will be precluded from, nor liable for, disclosure or use of Proprietary accorded any Confidential Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Articleso disclosed; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is (iv) was independently developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration without breach of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this ArticleSection; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party Recipient shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this ArticleSection; or 25.3.2 is known to the Receiving Party Recipient or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party Recipient or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party Recipient or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party Recipient or its Representatives, for public safety reasons, provided, that, Receiving Party Recipient has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party Recipient or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party Recipient or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party Recipient shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party Recipient will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party Recipient shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this ArticleSection; or 25.3.2 is known to the Receiving Party Recipient or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party Recipient or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party Recipient or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; oror DWT 29559604v3 0089555-000048 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party Recipient or its Representatives, for public safety reasons, provided, that, Receiving Party Recipient has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party Recipient or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party Recipient or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party Recipient shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party Recipient will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Effective Date: 9/21/2020 - Docket #: ER21-151-000 - Page 34 Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the The Receiving Party shall not be precluded from, nor liable for, disclosure or use of any Proprietary Information thatif: 25.3.1 25.4.1 the Proprietary Information is in or enters the public domain, other than by a breach of this ArticleSection; or 25.3.2 25.4.2 the Proprietary Information is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives prior to or subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 25.4.3 the Proprietary Information is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, Agreement as evidenced by written records; or 25.3.4 25.4.4 the Proprietary Information is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of 25.4.5 the Disclosing Party’s written consent Party consents to the disclosure or use of such the Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of 25.4.6 the Receiving Party or its Representatives, Representatives has a reasonable belief that disclosure of the Proprietary Information is necessary for public safety reasons, provided, that, Receiving Party reasons and has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article Section or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by lawlaw , by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts Party to obtain such protective order.

Exceptions. Subject The foregoing obligations and restrictions do not apply to Section 25.4 hereofthat part of the Confidential Information that the Receiving Party demonstrates: (i) was available or became generally available to the public other than as a result of a disclosure by the Receiving Party; or (ii) was available, or became available, to the Receiving Party on a non- confidential basis prior to its disclosure to the Receiving Party by the Disclosing Party or it’s representative, but only if such information was not made available through a breach of confidentiality owed to the Disclosing Party; (iii) was requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand or similar process) or is required by a regulatory body to make any disclosure which is prohibited or otherwise constrained by this Agreement, provided, that Receiving Party shall: (A) provide the Disclosing Party with prompt notice of any such request(s) so that the Receiving Party may seek an appropriate protective order or other appropriate remedy, and (B) provide reasonable assistance to the Disclosing Party in obtaining any such protective order. If such protective order or other remedy is not obtained or the Disclosing Party grants a waiver hereunder, then the Receiving Party may furnish that portion (and only that portion) of the Confidential Information which, in the written opinion of counsel reasonably acceptable to the Disclosing Party, the Receiving Party is legally compelled or is otherwise required to disclose; provided, that the Receiving Party shall not use reasonable efforts to obtain reliable assurance that confidential treatment will be precluded from, nor liable for, disclosure or use of Proprietary accorded any Confidential Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Articleso disclosed; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is (iv) was independently developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration without breach of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; oror Transco and NMPC Reimbursement Agreement - December 2020 EXECUTION VERSION SERVICE AGREEMENT NO. 2590 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of NMPC/O’Brien and ▇▇▇▇ Cost Reimbursement Agreement dated as of September 25th 2019 EXECUTION VERSION the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of Cost Reimbursement Agreement 2/27/2019 the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Effective Date: 8/10/2020 - Docket #: ER20-2821-000 - Page 37 Anything in this Article or the this Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three two (32) years after first receipt of the disclosed Proprietary Information, or three two (32) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.. Erie Blvd. Cost Reimbursement Agreement

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of ▇▇ ▇▇▇▇ the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that:: Lake Placid Cost Reimbursement Agreement - February 2020 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.. Lake Placid Cost Reimbursement Agreement - February 2020

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such Effective Date: 5/3/2023 - Docket #: ER23-2045-000 - Page 41 disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; oror Cost Reimbursement Agreement - NMPC / Westfield - May 2023 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the this Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Confidential Information excludes information that: 25.3.1 is : (a) was in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives domain at the time it was disclosed or has become in the public domain through no fault of first disclosure hereunder, or thereafter the Receiving Party; (b) becomes known to the Receiving Party through lawful means, at the time of disclosure, and was acquired by such Receiving Party after the Effective Date as demonstrated by the Receiving Party; (c) was independently developed by the Receiving Party without any use of the Confidential Information; or its Representatives subsequent (d) becomes known to such disclosure the Receiving Party, without similar restrictions restriction, from a source other than the Disclosing Providing Party, as evidenced by written records; or 25.3.3 is developed by provided that such information was provided (i) under the circumstances of disclosure that the Receiving Party or its Representatives independently does not have a duty of any non-disclosure under this Agreementowed to such third party, as evidenced (ii) to the Receiving Party’s knowledge, the disclosing party’s disclosure is not violative of a duty of non-disclosure owed to another, including the Receiving Party, and (iii) the disclosure by written records; or 25.3.4 the third party is disclosed more than three (3) years after first receipt of not otherwise unlawful. In the disclosed Proprietary Informationevent that the Receiving Party, or three (3) years after the termination any of its representatives, becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing similar judicial or administrative process to disclose any Providing Party’s written consent to the disclosure of such Proprietary Confidential Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party provide prompt prior written notice of any such required disclosure prior requirement and cooperate with the Providing Party to such disclosure being made so that the Disclosing Party may seek obtain a protective order with respect or similar remedy to cause the Providing Party’s Confidential Information not to be disclosed, including interposing all available objections thereto. In the event that such Proprietary Information. protective order or other similar remedy is not obtained, the Receiving Party will reasonably cooperate with shall furnish only that portion of the Disclosing Providing Party’s Confidential Information that has been legally compelled and shall exercise commercially reasonable efforts to obtain assurance that “highly confidential“ treatment will be accorded such protective orderConfidential Information.

Exceptions. Subject to The obligations of non-disclosure and non-use under Section 25.4 hereof, the Receiving Party 9.1 shall not be precluded from, nor liable for, disclosure apply to any Confidential Information of a disclosing Party if the receiving Party can prove by contemporaneous written documentation or use of Proprietary Information that: 25.3.1 otherwise reasonably demonstrate that such Confidential Information: (i) is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunderreceipt, or thereafter becomes becomes, through no breach of this Agreement by the receiving Party, generally known or publicly available; (ii) is known by the receiving Party at the time of receiving such Confidential Information; (iii) is hereafter furnished to the Receiving receiving Party or its Representatives subsequent by a Third Party, which is not, to the receiving Party’s reasonable knowledge, in breach of any confidentiality obligation related to such disclosure information; (iv) is independently discovered or developed, outside of the R&D Activities, by the receiving Party without similar restrictions from use or reference to the disclosing Party’s Confidential Information (provided that the benefits of this clause (iv) shall not apply to any discovery or development made by any Seconded Employee during the secondment period (except for when working on projects as permitted under Section 2.6(d)(ii)(3)); (v) is the subject of a source other than written permission to disclose provided by the Disclosing disclosing Party; or (vi) is disclosed pursuant to any ruling of a governmental or regulatory authority or court or by mandatory law, provided that written notice of such ruling is given, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreementsoon as reasonably possible, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary disclosing Party so as to give the disclosing Party an opportunity to intervene and provided further that the receiving Party uses reasonable efforts to obtain assurance that the Confidential Information shall be disclosedtreated confidentially. In addition, in the reasonable belief of the Receiving each Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Confidential Information of the other Party to the extent such disclosure is reasonably necessary in the Receiving following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) regulatory filings for products to which such Party has a license or a right to develop hereunder; (c) prosecuting or defending litigation as permitted by or relating to this Agreement; (d) otherwise required by law or the requirements of a national securities exchange or other similar regulatory body; provided that the receiving Party shall (i) provide the disclosing Party with reasonable advance notice of, and an opportunity to comment on, any such required disclosure, to the extent such advance notice is legally permitted, (ii) if requested by the disclosing Party, and at the disclosing Party’s expense, seek confidential treatment with respect to any such disclosure to the extent available, and (iii) use good faith efforts to incorporate the comments of the disclosing Party in any such disclosure or request for confidential treatment; (e) complying with applicable Legal Requirements, court orders or governmental regulations or requests; (f) disclosure to its Representative(sAffiliates, and its and their respective: sublicensees, employees, consultants or agents (together “Representatives”), who reasonably need to know such Confidential Information for the purpose of performing the obligations or exercising its license rights as described in this Agreement and internal reporting to its Affiliates, provided, in each case, each Party shall be responsible for ensuring that all such Representatives to whom the Confidential Information is disclosed under this Agreement shall keep such information confidential and shall not disclose the same to any unauthorized person; or (g) is required to do so by lawunderwriters or investors or potential investors or their counsel or accountants in connection with a Monetization (as defined in Section 13.6) or other investment transaction (and to its and their respective Affiliates, by a court, or by other governmental or regulatory authoritiesrepresentatives and financing sources); provided, however, thatthat each such Third Party to whom information is disclosed will (i) be subject to obligations of confidentiality substantially similar hereunder, if permitted (ii) be informed of the confidential nature of the Confidential Information so disclosed, and (iii) agree to do so by applicable lawhold such Confidential Information subject to the terms thereof; provided, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order disclosure rights shall not apply with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing other Party’s efforts to obtain such protective orderintellectual property.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by lawlaw (including, without limitation, by Article 6 of the New York State Public Officers Law), by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.. Cost Reimbursement Agreement - Greenway Conservancy for the ▇▇▇▇▇▇ River Valley - Feb. 2019 Execution Version

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Engineering & Procurement Agreement - NMPC/ATLANTIC WIND, LLC Q546 Anything in this Article or the this Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the completion, termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Effective Date: 11/2/2023 - Docket #: ER24-391-000 - Page 41 Anything in this Article or the this Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Effective Date: 3/18/2020 - Docket #: ER20-1584-000 - Page 45 Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of Transco and NMPC Engineering & Procurement Agreement - March 2020 the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of Transco and NMPC Engineering & Procurement Agreement - March 2020 EXECUTION VERSION the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject Notwithstanding the foregoing, the parties agree that ---------- Confidential Information shall not include any information that: (a) was in the public domain at the time it was communicated to Section 25.4 hereofthe Receiving Party by the Disclosing Party; (b) entered the public domain subsequent to the time it was communicated to the Recipient by the Disclosing Party through no fault of the Receiving Party; (c) was in the Receiving Party's possession free of any obligation of confidence at the time it was communicated to the Receiving Party by the Disclosing Party; (d) was rightfully communicated to the Receiving Party by a third party, free of any obligation of confidence, subsequent to the time it was communicated to the Receiving Party by the Disclosing Party; (e) was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party; or (f) was communicated by the Disclosing Party to an unaffiliated third party free of any obligation of confidence. In addition, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than may disclose the Disclosing Party's Confidential Information in response to a valid order by a court or other governmental body, as evidenced otherwise required by written records; or 25.3.3 is developed by law, or as necessary to establish the Receiving Party or its Representatives independently rights of any disclosure either party under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted in the event that the Receiving Party receives a demand to do so by applicable lawdisclose such Confidential Information in connection with a legal action or proceeding, the Receiving Party Party, if possible, shall give first notify the Disclosing Party written notice of any such required disclosure prior the demand in order to such disclosure being made so that provide the Disclosing Party may an opportunity to seek a protective order with respect order. ▇▇▇.▇▇▇ may also disclose certain of Retailer's Confidential Information to such Proprietary Information. Receiving Party will reasonably cooperate GSI in connection with the Disclosing Party’s efforts performance by GSI of its duties, but only to obtain such protective orderthe extent expressly permitted in the E-Commerce Services Agreement by and among ▇▇▇.▇▇▇, GSI and Retailer of even date herewith.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Effective Date: 9/17/2020 - Docket #: ER21-120-000 - Page 33 Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.. Engineering & Procurement Agreement - Invenergy 105.8 MW Number 3 Wind Project

Exceptions. Subject Notwithstanding the foregoing, the parties agree that ---------- Confidential Information shall not include any information that: (i) was in the public domain at the time it was communicated to Section 25.4 hereofthe Receiving Party by the Disclosing Party; (ii) entered the public domain subsequent to the time it was communicated to the Recipient by the Disclosing Party through no fault of the Receiving Party; (iii) was in the Receiving Party's possession free of any obligation of confidence at the time it was communicated to the Receiving Party by the Disclosing Party; (iv) was rightfully communicated to the Receiving Party by a third party, free of any obligation of confidence, subsequent to the time it was communicated to the Receiving Party by the Disclosing Party; (v) was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party; or (vi) was communicated by the Disclosing Party to an unaffiliated third party free of any obligation of confidence. In addition, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than may disclose the Disclosing Party's Confidential Information in response to a valid order by a court or other governmental body, as evidenced otherwise required by written records; or 25.3.3 is developed by law, or as necessary to establish the Receiving Party or its Representatives independently rights of any disclosure either party under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted in the event that the Receiving Party receives a demand to do so by applicable lawdisclose such Confidential Information in connection with a legal action or proceeding, the Receiving Party Party, if possible, shall give first notify the Disclosing Party written notice of any such required disclosure prior the demand in order to such disclosure being made so that provide the Disclosing Party may an opportunity to seek a protective order with respect order. ▇▇▇.▇▇▇ may also disclose certain of Retailer's Confidential Information to such Proprietary Information. Receiving Party will reasonably cooperate GSI in connection with the Disclosing Party’s efforts performance by GSI of its duties, but only to obtain such protective orderthe extent expressly permitted herein.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of Service Agreement 2531 the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; oror Cost Reimbursement Agreement - NMPC / Westfield - May 2023 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the this Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that:: Effective Date: 12/11/2020 - Docket #: ER21-778-000 - Page 45 25.3.1 is in or enters the public domain, other than by a breach of this Article; oror Transco and NMPC Reimbursement Agreement - December 2020 EXECUTION VERSION SERVICE AGREEMENT NO. 2590 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this ArticleSection; oror Luther Forest Cost Reimbursement Agreement 18 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the completion, termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the this Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.. Effective Date: 8/12/2019 - Docket #: ER20-37-000 - Page 40 Invenergy Alle Catt II Wind Project Engineering & Procurement Agreement August 2019 NYISO Agreements --> Service Agreements --> NMPC & Invenergy Wind - Engineering & Procurement Agreement

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the completion, expiration or earlier termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); oror Effective Date: 8/18/2021 - Docket #: ER21-2894-000 - Page 45 12465314.8 6/24/2021 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the this Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that:: Effective Date: 5/29/2015 - Docket #: ER15-2152-000 - Page 27 25.3.1 is in or enters the public domain, other than by a breach of this ArticleSection; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the completion, termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Cost Reimbursement Agreement - NYPA/NMPC August 2021 Anything in this Article or the this Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to 9.3.1 The obligations under this Section 25.4 hereof, the Receiving Party 9 shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known apply to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party information to the extent the Receiving Party or its Representative(scan demonstrate by competent evidence that such information: (a) is required (at the time of disclosure) or becomes (after the time of disclosure) known to do so the public or part of the public domain through no breach of this Agreement by law, by a courtthe Receiving Party or any Recipients to whom it disclosed such information; (b) was known to, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable lawwas otherwise in the possession of, the Receiving Party prior to the time of disclosure by the Disclosing Party; (c) is disclosed to the Receiving Party on a non-confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to the Disclosing Party; or (d) is independently developed by, or on behalf of, the Receiving Party or any of its Affiliates without use or access to the Confidential Information as evidenced by written records. 9.3.2 The restrictions set forth in this Section 9 shall give not apply to any Confidential Information that the Receiving Party is required to disclose pursuant to an order of a court or other governmental authority or as required by Applicable Laws (including regulations promulgated by any applicable securities exchange); provided that the Receiving Party: (a) provides the Disclosing Party written with prompt notice of any such required disclosure prior to such disclosure being made so that requirement if legally permissible; (b) reasonably cooperates with the Disclosing Party may seek a protective order with respect to oppose or limit, or secure confidential treatment for, such Proprietary Information. Receiving Party will reasonably cooperate with required disclosure; and (c) if the Disclosing PartyParty is unsuccessful in its efforts pursuant to subsection (b), discloses only that portion of the Confidential Information that it is advised by counsel that it is legally required to disclose. 9.3.3 Notwithstanding anything to the contrary herein, if PFIZER wishes to assign, pledge or otherwise transfer its rights to receive some or all Milestone Payments and/or Royalties payable hereunder, PFIZER may disclose LICENSEE’s efforts Confidential Information to obtain a Third Party in connection with any such protective orderproposed assignment; provided that PFIZER shall ensure that such Third Parties are subject to confidentiality obligations (whether by written contract or operation of law) at least as restrictive as those set forth herein.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.. Invenergy Alle Catt II Wind Project Engineering & Procurement Agreement August 2019

Exceptions. Subject 3.1 This Agreement shall not apply to Section 25.4 hereofany material, information, document or data as the Receiving Party can demonstrate to the Disclosing Party by clearly convincing documentation and the Receiving Party shall not be precluded from, nor liable for, disclosure or use bear the burden of Proprietary Information thatproving the applicability of any of the foregoing exceptions: 25.3.1 3.1.1 is in or enters becomes available to the general public domainthrough no act or omission of the Receiving Party, other than by a breach of this Article; or 25.3.2 is known to 3.1.2 the Receiving Party or its Representatives at was in lawful possession of prior to receipt of the time of first disclosure hereunderConfidential Information from the Disclosing Party, or 3.1.3 previously was, or thereafter becomes known to at any time hereafter is, received in good faith by the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions confidentiality obligations from a source sources other than the Disclosing PartyParty having the right to make such disclosure and which did not originate, as evidenced by written records; directly or indirectly, from the Disclosing Party and/or any of its licensors, or 25.3.3 3.1.4 is developed specifically required to be disclosed as a result of an order by a court of competent jurisdiction, other governmental body or a competent stock exchange. 3.2 In the event that the Receiving Party is requested or its Representatives independently of required to disclose to a third party (i) any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Confidential Information or (ii) any opinions, judgments or recommendations which contain or would reveal such Confidential Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its RepresentativesPartywill, for public safety reasonsprior to disclosing such Confidential Information, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party with prompt written notice of any such required disclosure prior to such disclosure being made request(s) or requirement(s) so that the Disclosing Party may, in a timely manner, seek appropriate legal protection or waive compliance with the provisions of this Agreement. If no legal protection or waiver is obtained and the Receiving Party is, in the opinion of its counsel, compelled by law to disclose certain of the Confidential Information, it may seek a protective order with respect to disclose such Proprietary Confidential Information. , provided that the Receiving Party will reasonably cooperate with the Disclosing Party’s efforts Party to obtain legal protection or other reliable assurance that confidential treatment will be accorded to said Confidential Information. Any and all documented external expenses, costs and/or fees, including but not limited to reasonable attorney’s fees, which might be incurred by the Disclosing Party in connection with such protective orderdisclosure requested to the Receiving Party, shall be borne by the Receiving Party. 3.3 Any combination of Confidential Information shall not be deemed to be within any of the above exceptions merely because the individual items of Confidential Information are within any such exception separately but not in combination.

Exceptions. Subject 3.1 The receiving Party may disclose Confidential Information to Section 25.4 hereofthose of its employees, officers and professional advisers who need to have access to it for the Permitted Purpose, provided that before disclosure is made, the Receiving receiving Party shall have obtained from such employees, officers and professional advisers binding obligations of confidence no less onerous than those set out in this Agreement. The receiving Party undertakes to enforce such undertakings [to the greatest extent reasonably practicable]; 3.2 The provisions of Clause 2 shall not be precluded from, nor liable for, disclosure or use of Proprietary apply to Confidential Information that: 25.3.1 3.2.1 the receiving Party can prove, using written records, was known to the receiving Party or in its possession before that information was acquired from, or from some person on behalf of, the disclosing Party; 3.2.2 is in or enters the public domain through no wrongful default of the receiving Party or any person on its behalf, provided that this clause 3.2.2 shall only apply from the date that the relevant Confidential Information enters the public domain, other than by ; 3.2.3 the receiving Party receives from a third party without similar obligations of confidence in circumstances where the third party did not obtain that information as a result of a breach of this Article; oran obligation of confidence; 25.3.2 3.2.4 is known required to the Receiving Party be disclosed by any applicable law or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently order of any disclosure under this AgreementCourt of competent jurisdiction or any government body, as evidenced by written records; oragency or regulatory body (including without limitation the London Stock Exchange plc, the UK Listing Authority or the Panel on Take-Overs and Mergers or the Financial Services Authority), provided that the receiving Party shall use all reasonable endeavours: 25.3.4 is disclosed more than three (3a) years after first receipt of to give the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving other Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance written notice of the disclosure as it reasonably can to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of enable the other Party to take action to protect the extent Confidential Information from disclosure: (b) to furnish only that portion of the Receiving Confidential Information that it is legally obliged to disclose; and (c) to consult with the other Party or its Representative(s) is required with a view to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, agreeing the Receiving Party shall give the Disclosing Party written notice timing and content of any such required disclosure prior to such disclosure being made so that disclosure; 3.2.5 the Disclosing receiving Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with can prove, using written records, was independently developed by any of the Disclosing receiving Party’s efforts to obtain such protective orderemployees who have not had any direct or indirect access to, or use or knowledge of, the Confidential Information imparted by the disclosing Party; or 3.2.6 because of its nature is not capable of protection as confidential information even if it remains secret. 3.3 The receiving Party shall notify the disclosing Party promptly if it becomes aware that any of the Confidential Information falls within the provisions of this Clause 3.

Exceptions. Subject The non-use and confidentiality obligations set forth in this Agreement will not apply to Section 25.4 hereofinformation that the Receiving Party can demonstrate by competent written records: a) is at the time of disclosure already its the public domain; b) hereafter legally and properly becomes part of the public domain through no breach of this Agreement; c) was already in Receiving Party’s or its Affiliate’s possession prior to disclosure by Disclosing Party; d) is lawfully disclosed by a third party to Receiving Party or its Affiliate, which information such third party did not acquire under an obligation of confidentiality; e) is developed independently by Receiving Party or its Affiliate without use of or reliance on the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Receiving Party shall not be precluded frommay disclose the Disclosing Party’s Confidential Information, nor liable forwithout violating its obligations under this Agreement, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the extent the disclosure is required by law, regulation or by order of a competent government entity provided that Receiving Party or its Representatives at the time will give Disclosing Party notice of first such disclosure hereunder, or thereafter becomes known requirement with no undue delay allowing sufficient opportunity to the Receiving Party or its Representatives subsequent object to such disclosure without similar restrictions from a source other than and seek protection or confidential treatment of such Confidential Information and if so requested by the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party will cooperate with the Disclosing Party in such efforts. if, after providing such notice and assistance as required herein, the Receiving Party remains legally obligated to disclose any Confidential Information, the Receiving Party (or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed Authorized Persons) shall disclose no more than three (3) years after first receipt that portion of the disclosed Proprietary InformationConfidential Information which, or three (3) years after on the termination or expiration advice of this Agreementthe Receiving Party’s legal counsel, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 Receiving Party is disclosed following receipt of legally required to disclose and, upon the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosedrequest, in the shall use commercially reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain assurances from the applicable government entity that such protective orderConfidential Information will be afforded confidential treatment.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Effective Date: 11/15/2019 - Docket #: ER20-590-000 - Page 39 Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Northbrook ▇▇▇▇▇ Falls Cost Reimbursement Agreement Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to Section 25.4 hereofinformation that the Receiving Party can demonstrate: (1) is, or becomes, publicly known, through no wrongful act or omission of the Receiving Party or breach of this Agreement; (2) was in the lawful possession of the Receiving Party on a non-confidential basis before receiving it from the Disclosing Party; (3) was supplied to the Receiving Party without restriction by a third party, who, to the knowledge of the Receiving Party after due inquiry, was under no obligation to the Disclosing Party to keep such information confidential; (4) was independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party; (5) is required to be disclosed to any Governmental Authority or is otherwise required to be disclosed by Applicable Laws and Regulations or any Applicable Reliability Standards; or (6) must be disclosed in any legal proceeding establishing rights and obligations under this Agreement. With respect to disclosures under subsection (5) above, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than will notify the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently soon as reasonably practicable, of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary order or request to disclose Confidential Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 that such an order is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a courtbeing sought, or by other governmental or regulatory authorities; providedrequest has been made, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek have an opportunity to take appropriate action to maintain confidential handling of such information. Notwithstanding the absence of a protective order with respect to such Proprietary Information. or waiver, the Receiving Party may disclose such Confidential Information which, in the opinion of its counsel, that Party is legally compelled to disclose. Each Party will reasonably cooperate use Reasonable Efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information so furnished. Customer acknowledges and understands that, as a political subdivision of the State of Arizona, SRP may be subject to certain disclosure requirements under the Arizona public records law (A.R.S. Sections 39-101, et seq.). Provided that SRP complies with the Disclosing Partyprocedural requirements of this Section 17.3, and notwithstanding any other provision of this Agreement, SRP may release Customer’s efforts Confidential Information to obtain a third party in response to a public records request submitted by such protective orderparty.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Effective Date: 11/24/2020 - Docket #: ER21-613-000 - Page 39 Anything in this Article or the this Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject The obligations of a Receiving Party under Section 6.2 above shall not apply to Section 25.4 hereof, any specific Confidential Information of the Disclosing Party to the extent that the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information thatcan demonstrate by competent proof that such Confidential Information: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is 6.3.1 Was generally known to the Receiving Party public or its Representatives at otherwise part of the public domain prior to the time of first its disclosure hereunder, or thereafter becomes known to under this Agreement; 6.3.2 Entered the Receiving Party or public domain after the time of its Representatives subsequent to such disclosure without similar restrictions from a source under this Agreement through means other than an unauthorized disclosure resulting from an act or [ ** ] This portion has been omitted based on a request for confidential treatment pursuant to Rule 24b-2 of the Disclosing Party, as evidenced by written records; or 25.3.3 is developed Exchange Act. The omitted portion has been separately filed with the Commission. omission by the Receiving Party or its Representatives Affiliates, directors, officers, employees, consultants, advisors or agents; 6.3.3 Was independently developed by the Receiving Party, without use of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt Confidential Information of the Disclosing Party’s written consent , prior to the time of disclosure by the Disclosing Party; or 6.3.4 Was disclosed to the Receiving Party by a Third Party having no fiduciary relationship with the Disclosing Party and having no obligation of confidentiality to the Disclosing Party with respect to such Proprietary Confidential Information; or 25.3.6 is necessary 6.3.5 Is required to be disclosed, in the reasonable belief of the Receiving Party disclosed to comply with applicable laws or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide regulations (such as much advance notice of the disclosure to the Disclosing Party as is practicable under United States Securities and Exchange Commission, the circumstances. Anything in this Article United States Environmental Protection Agency, the United States Department of Energy, or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a courtUnited States Patent and Trademark Office, or by other governmental to their foreign equivalents), or regulatory authorities; providedto comply with a court or administrative order, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so provided that the Disclosing Party may seek a protective order with respect to receives prior written notice of such Proprietary Information. disclosure and that the Receiving Party will reasonably cooperate with the Disclosing Party’s efforts takes all reasonable and lawful actions to obtain confidential treatment for such protective orderdisclosure and, if possible, to minimize the extent of such disclosure.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that:: Effective Date: 3/31/2014 - Docket #: ER14-2506-000 - Page 29 25.3.1 is in or enters the public domain, other than by a breach of this ArticleSection; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Engineering & Procurement Agreement - NMPC/KCE NY 6, LLC Q759 Anything in this Article or the this Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of Cost Reimbursement Agreement 2/27/2019 New York Independent System Operator, Inc. - NYISO Agreements - Service Agreements - Cost Reimbursement Agreement (SA 2448) between NMPC and NYPA the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject The following information shall not be Confidential Information of a Disclosing Party and, accordingly, the foregoing obligations shall not apply to Section 25.4 hereof, the extent that the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information thatcan demonstrate that such information: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 (a) is known to by the Receiving Party or its Representatives at the time of first its receipt without an obligation of confidentiality, and not through a prior disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than by the Disclosing Party, as evidenced documented by written the Receiving Party’s business records; (b) is in the public domain before its receipt from the Disclosing Party, or thereafter enters the public domain through no fault of the Receiving Party; (c) is subsequently disclosed to the Receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the Disclosing Party; or 25.3.3 (d) is discovered or developed by the Receiving Party independently and without use of or its Representatives independently of reference to any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of Confidential Information received from the Disclosing Party, as documented by the Receiving Party’s written consent to the disclosure business records. Specific aspects or details of such Proprietary Information; or 25.3.6 is necessary Confidential Information shall not be deemed to be disclosed, within the public domain or in the reasonable belief possession of the Receiving Party merely because the Confidential Information is embraced by more general information in the public domain or its Representativesin the possession of the Receiving Party. Further, for any combination of Confidential Information shall not be considered in the public safety reasons, provided, that, domain or in the possession of the Receiving Party has attempted to provide as much advance notice merely because individual elements of such Confidential Information are in the public domain or in the possession of the disclosure to Receiving Party unless the Disclosing Party as is practicable under combination and its principles are in the circumstancespublic domain or in the possession of the Receiving Party. Anything in this Article or the Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, Novartis, as the Receiving Party Party, may use any learning, skills, ideas, concepts, techniques, information and other Know-How retained in intangible form in the unaided memory of Novartis’ (or its Representative(sAffiliate’s) may disclose Proprietary Information directors, employees, contractors, advisors, Sublicensees, subcontractors, and agents and other Representatives of the other Party to the extent the Receiving Party Novartis (or its Representative(sAffiliates) is required who had access to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of Licensor’s Confidential Information for any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective orderpurpose.

Exceptions. Subject Notwithstanding the foregoing, each of PacifiCare and Supplier shall be permitted to Section 25.4 hereofdisclose relevant aspects of the other's Confidential Information to its officers, directors, agents, professional advisors, contractors (including the Receiving Party shall not be precluded fromBenchmarker), nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known subcontractors and employees and to the Receiving Party or officers, directors, agents, professional advisors, *CONFIDENTIAL TREATMENT REQUESTED contractors, subcontractors and employees of its Representatives at the time of first disclosure hereunderaffiliates, or thereafter becomes known to the Receiving Party or its Representatives subsequent to extent such disclosure without similar restrictions from a source other than is not restricted under any Assigned Agreements, any Managed Agreements, any Consents or any Laws or Governmental Approvals and only to the Disclosing Partyextent that such disclosure is reasonably necessary for the performance of its duties and obligations or the determination, as evidenced by written records; or 25.3.3 is developed by the Receiving Party preservation or exercise of its Representatives independently of any disclosure rights and remedies under this Agreement; provided, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt however, that the recipient shall take all reasonable measures to ensure that Confidential Information of the disclosing Party is not disclosed Proprietary Information, or three (3) years after duplicated in contravention of the termination or expiration provisions of this AgreementAgreement by such officers, whichever occurs later (directors, agents, professional advisors, contractors, subcontractors and employees. Furthermore, nothing in this Agreement shall limit the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt ability of a Party in possession of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Confidential Information of the other Party to the extent the Receiving disclose such Confidential Information, and such Party or its Representative(sshall have no liability for such disclosure, if such disclosure is: (a) is required to do so by lawbe made pursuant to Law, by a courtgovernment authority, duly authorized subpoena or by other governmental or regulatory authorities; providedcourt order, however, that, if permitted to do so by applicable law, whereupon the Receiving receiving Party shall provide prompt notice to the disclosing Party and give the Disclosing such Party written notice of any such required disclosure an opportunity to respond prior to such disclosure being disclosure; (b) required to be made so that the Disclosing Party may seek to a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate court or other tribunal in connection with the Disclosing enforcement of such Party’s efforts to obtain such protective order's rights under this Agreement; or (c) is approved by the prior consent of the disclosing Party.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this ArticleSection; oror Luther Forest Cost Reimbursement Agreement 18 NYISO Agreements --> Service Agreements --> Cost Reimbursement Agreement 2056 between NYSEG and NiMo 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 4.1 Notwithstanding any other provision hereof, the Receiving Party shall not be precluded from, nor liable for, for release or disclosure or use of Proprietary any Confidential Information that: 25.3.1 4.1.1 is (or hereinafter becomes) publicly known or available otherwise than through unauthorised disclosure in or enters the public domain, other than by a breach of the terms and conditions of this ArticleAgreement; or 25.3.2 is known to 4.1.2 the Receiving Party or its Representatives can demonstrate to the Disclosing Party’s reasonable satisfaction was in the Receiving Party's possession at the time of first disclosure hereunderand was not acquired, either directly or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions indirectly, from a source other than the Disclosing Party, as evidenced by written recordsunless previously disclosed on a non-confidential basis; or 25.3.3 4.1.3 the Receiving Party received in good faith from a Third Party who is not under a restriction of confidentiality and having a right to freely disclose the Confidential Information; or 4.1.4 is required by law or by a requirement of a regulatory body or stock exchange to be disclosed, but disclosure pursuant to this Clause 4.1.4 shall not occur until, where reasonably practicable, the Receiving Party has notified the Disclosing Party of any possible disclosure and the Disclosing Party has been afforded the opportunity to review such disclosure and to attempt to prevent or limit any such disclosure; or 4.1.5 the Receiving Party can demonstrate to the Disclosing Party’s reasonable satisfaction to have been independently developed by the Receiving Party or its Representatives independently a company within the Receiving Party’s Group after the disclosure hereunder, without the aid, application or use in any way of any disclosure under this Agreement, as evidenced by written recordsthe Confidential Information; or 25.3.4 4.1.6 is disclosed more than three (3) years after first receipt of expressly approved for disclosure by the disclosed Proprietary Information, or three (3) years after the termination or expiration Disclosing Party in writing. 4.2 Notwithstanding clauses 5.2 and 5.3 of this Agreement, whichever occurs later (the “Non-Disclosure Term”)parties’ obligations in this Agreement shall cease to apply to Confidential Information disclosed pursuant to this Agreement and which relates to: 4.2.1 a Relevant Purchase Order, in which case such Confidential Information shall, from the effective date of such Relevant Purchase Order, be governed by the confidentiality provisions of that Relevant Purchase Order. For the avoidance of doubt, Confidential Information subsequently disclosed under a Relevant Purchase Order shall be governed by the confidentiality provisions of that Relevant Purchase Order and not this Agreement; or 25.3.5 is disclosed following receipt 4.2.2 another agreement between the parties which includes obligations of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosedconfidentiality, in which case such Confidential Information shall, from the reasonable belief effective date of that agreement, be governed by the Receiving Party or its Representativesconfidentiality provisions of that agreement. For the avoidance of doubt, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice Confidential Information subsequently disclosed under such an agreement shall be governed by the confidentiality provisions of that agreement and not by the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in terms of this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective orderAgreement.

Exceptions. Subject The non-use and non-disclosure obligations set forth in this Section 8 shall not apply to Section 25.4 hereofany Confidential Information, or portion thereof, that the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information thatcan demonstrate: 25.3.1 (a) is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunderReceiving Party’s receipt is in the public domain; (b) after Receiving Party’s receipt, becomes part of the general public domain, by publication or thereafter becomes known to the Receiving Party otherwise, through no fault of and or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently violation of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt duty of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief confidentiality of the Receiving Party or its Representativesdisclosees; (c) at the time of disclosure is already in the Receiving Party’s possession with no duty of confidentiality, for public safety reasons, provided, that, and such prior possession can be demonstrated by the Receiving Party by written proof (provided that this subsection shall not apply to Confidential Information exchanged between the parties before the execution of this Agreement); (d) is rightfully received by the Receiving Party on a non-confidential basis from an independent Third Party where Receiving Party has attempted no knowledge of or reason to provide as much advance notice believe that such Third Party had an obligation of confidentiality related to such information; or (e) is independently developed by or expressly for the Receiving Party, in either case solely by personnel without any access to or use of the disclosure Disclosing Party’s Confidential Information, as shown by Receiving Party’s competent, contemporaneous written evidence. ***Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the Disclosing Party as is practicable under the circumstancesomitted portions. Anything in this Article or the Agreement to the contrary notwithstandingIn addition, the Receiving Party or its Representative(s) may disclose Proprietary the Disclosing Party’s Confidential Information of the other Party to the extent the Receiving Party or its Representative(s) that is required to do so be disclosed by law, by a court, valid order of a court or by other order or regulation of a governmental agency including but not limited to, regulations of the SEC or regulatory authoritiesin the course of arbitration or litigation; provided, however, that, if permitted to do so by applicable lawthat in all cases where legally able, the Receiving Party shall give the Disclosing Party written prompt notice of any such required the pending disclosure prior and make a reasonable effort to such disclosure being made so that obtain, or to assist the Disclosing Party may seek in obtaining, a protective order with respect or confidential-treatment order preventing or limiting (to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective ordergreatest possible extent and for the longest possible period) the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Effective Date: 9/25/2019 - Docket #: ER20-178-000 - Page 46 Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of NMPC/O’Brien and ▇▇▇▇ Cost Reimbursement Agreement dated as of September 25th 2019 NYISO Agreements --> Service Agreements --> Cost Reimbursement Agreement NMPC and ▇▇▇▇▇▇ and ▇▇▇▇ EXECUTION VERSION the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject The non-use and non-disclosure obligations set forth in this Section 8 shall not apply to Section 25.4 hereofany Confidential Information, or portion thereof, that the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information thatcan demonstrate: 25.3.1 (a) is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunderReceiving Party’s receipt is in the public domain; (b) after Receiving Party’s receipt, becomes part of the general public domain, by publication or thereafter becomes known to the Receiving Party otherwise, through no fault of and or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently violation of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt duty of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief confidentiality of the Receiving Party or its Representativesdisclosees; (c) at the time of disclosure is already in the Receiving Party’s possession with no duty of confidentiality, for public safety reasons, provided, that, and such prior possession can be demonstrated by the Receiving Party by written proof (provided that this subsection shall not apply to Confidential Information exchanged between the parties before the execution of this Agreement); (d) is rightfully received by the Receiving Party on a non-confidential basis from an independent Third Party where Receiving Party has attempted no knowledge of or reason to provide as much advance notice believe that such Third Party had an obligation of confidentiality related to such information; or (e) is independently developed by or expressly for the Receiving Party, in either case solely by personnel without any access to or use of the disclosure to the Disclosing Party Party’s Confidential Information, as is practicable under the circumstancesshown by Receiving Party’s competent, contemporaneous written evidence. Anything in this Article or the Agreement to the contrary notwithstandingIn addition, the Receiving Party or its Representative(s) may disclose Proprietary the Disclosing Party’s Confidential Information of the other Party to the extent the Receiving Party or its Representative(s) that is required to do so be disclosed by law, by a court, valid order of a court or by other order or regulation of a governmental agency including but not limited to, regulations of the SEC or regulatory authoritiesin the course of arbitration or litigation; provided, however, that, if permitted to do so by applicable lawthat in all cases where legally able, the Receiving Party shall give the Disclosing Party written prompt notice of any such required the pending disclosure prior and make a reasonable effort to such disclosure being made so that obtain, or to assist the Disclosing Party may seek in obtaining, a protective order with respect or confidential-treatment order preventing or limiting (to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective ordergreatest possible extent and for the longest possible period) the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three two (32) years after first receipt of the disclosed Proprietary Information, or three two (32) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.. Effective Date: 11/18/2016 - Docket #: ER17-566-000 - Page 48 Erie Blvd. Cost Reimbursement Agreement NYISO Agreements --> Service Agreements --> CRA No. 2324 - NMPC and Erie Boulevard Hydropower

Exceptions. Subject to The obligations of non-disclosure and non-use under Section 25.4 hereof, the Receiving Party 6.A shall not be precluded from, nor liable for, disclosure apply to any Confidential Information of a disclosing Party if the receiving Party can prove by contemporaneous written documentation or use of Proprietary Information that: 25.3.1 otherwise reasonably demonstrate that such Confidential Information: (1) is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunderreceipt, or thereafter becomes known to becomes, through no breach of this Agreement or the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than Collaboration Agreement by the Disclosing receiving Party, as evidenced by written recordsgenerally known or publicly available; or 25.3.3 (2) is developed known by the Receiving receiving Party or its Representatives independently at the time of any disclosure under this Agreement, as evidenced by written recordsreceiving such Confidential Information; or 25.3.4 is disclosed more than three (3) years after first receipt is hereafter furnished to the receiving Party by a Third Party, which is not, to the receiving Party’s reasonable knowledge, in breach of any confidentiality obligation related to such information; (4) is independently discovered or developed (in the case of TOTAL, without the practice of the disclosed Proprietary Informationlicenses granted hereunder or reference to the AMYRIS Licensed IP or the Confidential Information of AMYRIS, and without use of Confidential Information of AMYRIS under the Collaboration Agreement and without violation of any agreement between AMYRIS and any of its Affiliates, on the one hand, and TOTAL or three any of its Affiliates, on the other hand), (35) years after is the termination subject of a written permission to disclose provided by the disclosing Party; or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 6) is disclosed following receipt pursuant to any ruling of the Disclosing Party’s a governmental or regulatory authority or court or by mandatory law, provided that written consent notice of such ruling is given, as soon as reasonably possible, to the disclosure of such Proprietary Information; or 25.3.6 is necessary disclosing Party so as to give the disclosing Party an opportunity to intervene and provided further that the receiving Party uses reasonable efforts to obtain assurance that the Confidential Information shall be disclosedtreated confidentially. In addition, in the reasonable belief of the Receiving each Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Confidential Information of the other Party to the extent such disclosure is reasonably necessary in the Receiving following instances: (i) filing or prosecuting Patents as permitted by this Agreement (but such disclosure must comply with Section 6(C) below); (ii) regulatory filings for products to which such Party has a license or a right to develop hereunder; (iii) prosecuting or defending litigation as permitted by or relating to this Agreement; (iv) otherwise required by law or the requirements of a national securities exchange or other similar regulatory body; provided that the receiving Party shall (a) provide the disclosing Party with reasonable advance notice of, and an opportunity to comment on, any such required disclosure, to the extent such advance notice is legally permitted, (b) if requested by the disclosing Party, and at the disclosing Party’s expense, seek confidential treatment with respect to any such disclosure to the extent available, and (c) use good faith efforts to incorporate the comments of the disclosing Party in any such disclosure or request for confidential treatment; (v) complying with applicable Legal Requirements or governmental requests; (vi) disclosure to its Representative(sAffiliates, licensees, sublicensees and Subcontractors and their respective representatives, who reasonably need to know such Confidential Information for the purpose of performing the obligations or exercising its license rights as described in this Agreement and internal reporting to its Affiliates, provided, in each case, each Party shall be responsible for ensuring that all such representatives to whom the Confidential Information is disclosed under this Agreement shall keep such information confidential and shall not disclose the same to any unauthorized person; or (vii) is required to do so by lawunderwriters or investors or potential investors or their counsel or accountants in connection with a Monetization (as defined in Section 13.6 of the Collaboration Agreement) or other investment transaction (and to its and their respective Affiliates, by a court, or by other governmental or regulatory authoritiesrepresentatives and financing sources); provided, however, thatthat each such Third Party to whom information is disclosed will (a) be subject to obligations of confidentiality substantially similar hereunder, if permitted (b) be informed of the confidential nature of the Confidential Information so disclosed, and (c) agree to do so by applicable lawhold such Confidential Information subject to the terms thereof; provided, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order disclosure rights shall not apply with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing other Party’s efforts to obtain such protective orderintellectual property.

Exceptions. Subject Each party's obligations with respect to Section 25.4 hereof, any portion of the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary other party's Confidential Information that: 25.3.1 is will terminate when the receiving party can document that (i) such Confidential Information was in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives domain at the time of first disclosure hereunder, or thereafter becomes known it was communicated to the Receiving Party receiving party by the disclosing party; (ii) such Confidential Information entered the public domain after it was communicated to the receiving party by the disclosing party through no fault of the receiving party; (iii) such Confidential Information was in the receiving party's possession free of any obligation of confidence at the time it was communicated to the receiving party by the disclosing party; or its Representatives subsequent (iv) such Confidential Information was developed by employees or agents of the receiving party independently of and without reference to any information communicated to the receiving party by the disclosing party. In addition, Section 11(b) will not be construed to prohibit any disclosure that is (A) necessary to establish the rights of either party under this Agreement or (B) required by a valid court order or subpoena, provided in the latter [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 6 case that the party required to make such disclosure without similar restrictions from a source notifies the other than the Disclosing Party, as evidenced by written records; or 25.3.3 party (whose Confidential Information is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, ) thereof promptly and in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of writing and cooperates with the other Party party if the other party seeks to contest or limit the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice scope of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective orderdisclosure.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that:: Lake Placid Cost Reimbursement Agreement - February 2020 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject Notwithstanding the foregoing, the parties agree that Confidential Information shall not include any information that: (a) was in the public domain at the time it was communicated to Section 25.4 hereofthe Receiving Party by the Disclosing Party; (b) entered the public domain subsequent to the time it was communicated to the Recipient by the Disclosing Party through no fault of the Receiving Party; (c) was in the Receiving Party's possession free of any obligation of confidence at the time it was communicated to the Receiving Party by the Disclosing Party; (d) was rightfully communicated to the Receiving Party by a third party, free of any obligation of confidence, subsequent to the time it was communicated to the Receiving Party by the Disclosing Party; (e) was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party; or (f) was communicated by the Disclosing Party to an unaffiliated third party free of any obligation of confidence. In addition, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than may disclose the Disclosing Party's Confidential Information in response to a valid order by a court or other governmental body, as evidenced otherwise required by written records; or 25.3.3 is developed by law, or as necessary to establish the Receiving Party or its Representatives independently rights of any disclosure either party under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted in the event that the Receiving Party receives a demand to do so by applicable lawdisclose such Confidential Information in connection with a legal action or proceeding, the Receiving Party Party, if possible, shall give first notify the Disclosing Party written notice of any such required disclosure prior the demand in order to such disclosure being made so that provide the Disclosing Party may an opportunity to seek a protective order with respect to such Proprietary Informationorder. Receiving Party will reasonably cooperate TSA.com may also disclose certain of Retailer's Confidential Informa▇▇▇▇ ▇▇ GSI in connection with the Disclosing Party’s efforts performance by GSI of its duties, but only to obtain such protective orderthe extent expressly permitted in the E-COMMERCE SERVICES Agreement by and among TSA.com, GSI and Retailer of even date herewith.

Exceptions. Subject to Notwithstanding the prohibition in Section 25.4 hereofX(B), a party (the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the “Disclosing Party, as evidenced by written records; or 25.3.3 is developed by ”) shall be entitled to disclose Confidential Information about the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later other parties (the “Non-Disclosure TermDisclosing Parties”); or 25.3.5 ): (1) where CCT II is disclosed following receipt of the Disclosing Party’s written consent , to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or Controlled Affiliates and its Representative(s) may disclose Proprietary Information of the other Party and their Representatives to the extent necessary to permit CCT II, its Controlled Affiliates, and its and their Representatives to produce Licensee’s products and services and with respect to Licensor, to its Affiliates and its and their Representatives to perform their obligations hereunder; (2) to the Receiving Party extent such information becomes lawfully part of the public domain or is obtained from a third-party other than in violation of this or any other restrictive agreement with the Disclosing Party, its Representative(sAffiliates or Controlled Affiliates (as applicable) is and their Representatives; (3) as compelled or required to do so by law, by a court, valid subpoena or by other governmental or regulatory authoritieslegal mandate; provided, however, thatin the event that the Disclosing Party or its Representatives receive such a subpoena or other legal mandate, if permitted it shall provide the Non-Disclosing Parties with prompt written notice of same as far in advance as practicable of the date the Disclosing Party is required to do make such disclosure so that the Non-Disclosing Parties may seek an appropriate protective order for the Confidential Information or waive compliance with the provisions of Section X (B); and in the absence of a protective order or the receipt of a waiver hereunder, the Disclosing Party or any of its Representatives is nonetheless, in the written opinion of such party’s legal counsel, so compelled to disclose the Confidential Information, such party or its Representative may disclose only that portion of the Confidential Information that is, based on the written advice of its legal counsel, legally required to be disclosed; (4) as required by applicable law, rule or regulation, including without limitation, the Receiving Party shall give the Disclosing Party written notice rules of any such required disclosure prior exchange or quotation system on which Licensee’s, its Controlled Affiliates’, Licensor’s, or its Affiliates’ class or series of equity is listed or quoted for trading, as applicable; (5) as is necessary to such disclosure being made so that enforce the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective orderterms of this Agreement.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.. Effective Date: 8/12/2019 - Docket #: ER20-37-000 - Page 40 Invenergy Alle Catt II Wind Project Engineering & Procurement Agreement August 2019 New York Independent System Operator, Inc. - NYISO Agreements - Service Agreements - NMPC & Invenergy Wind - Engineering & Procurement Agreement

Exceptions. Subject Notwithstanding anything in this Agreement to Section 25.4 hereofthe contrary, Confidential Information shall not include any information which (1) at the time of disclosure to the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters generally available to and known by the public domain, (other than as a result of any disclosure made directly or indirectly or other action or inaction by the Receiving Party or anyone to whom the Receiving Party or any of its Agents transmit or transmitted any Confidential Information); (2) becomes publicly available in the future (other than as a breach result of this Article; ora disclosure made directly or indirectly or other action or inaction by the Receiving Party or anyone to whom the Receiving Party or any of its Agents transmit or have transmitted any Confidential Information); 25.3.2 is known (3) was available to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions Agents on a non-confidential basis from a source other than the Disclosing Party or any of its Subsidiaries or affiliates or any of their respective Agents providing such information (provided that to the best of the Receiving Party's knowledge, as evidenced by written recordsafter due inquiry, such source is not or was not bound to maintain the confidentiality of such information); or 25.3.3 is (4) has been independently acquired or developed by the Receiving Party or without violating any of its Representatives independently of any disclosure obli gations under this Agreement, as evidenced provided such independent development can reasonably be proven by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party upon written request. In the event that a party or its Representativesany of such party's Agents become legally compelled (by deposition, interrogatory, request for public safety reasonsdocuments, providedsubpoena, that, Receiving Party has attempted civil investigative demand or similar process) to provide as much advance notice disclose any of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Confidential Information of the other Party to party, that party or person under the extent legal compulsion (the Receiving Party or its Representative(s"Compelled Party") from whom such information is required to do so being sought shall, unless prohibited by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted provide the party to do so by applicable law, the Receiving Party shall give the Disclosing Party whom such Confidential Information belongs with prompt prior written notice of any such required disclosure prior to such disclosure being made requirement so that the Disclosing Party it may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate or other appropriate remedy, or both, or waive compliance with the Disclosing Party’s terms of this Agreement. In the event that such protective order or other remedy is not obtained, or the other party waives compliance with the provisions hereof, the Compelled Party agrees to furnish only such portion of the Confidential Information that the Compelled Party is advised by written opinion of its counsel is legally required to be furnished by it and shall exercise its reasonable best efforts to obtain reliable assurance that confidential treatment shall be accorded such protective orderConfidential Information. Notwithstanding the foregoing, to the extent required under applicable state and federal securities laws, either party may file this Agreement as an exhibit with federal and state securities filings, provided that each party shall use its best efforts to obtain confidential treatment of the portions of this Agreement that contain Confidential Information. In this regard, the party making such filing shall obtain the prior written consent of the other party, which consent shall not be unreasonably withheld.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by lawlaw (including, without limitation, by Article 6 of the New York State Public Officers Law), by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Effective Date: 9/17/2020 - Docket #: ER21-120-000 - Page 34 Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the completion, expiration or earlier termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; oror 12465314.8 6/24/2021 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the this Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Effective Date: 9/25/2019 - Docket #: ER20-178-000 - Page 46 Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of NMPC/O’Brien and ▇▇▇▇ Cost Reimbursement Agreement dated as of September 25th 2019 New York Independent System Operator, Inc. - NYISO Agreements - Service Agreements - Cost Reimbursement Agreement NMPC and ▇▇▇▇▇▇ and ▇▇▇▇ EXECUTION VERSION the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party 22.3.1 The obligations of confidentiality contained in this clause 22 (Confidentiality) shall not be precluded from, nor liable for, disclosure or use of Proprietary apply to Confidential Information thatif and to the extent that the same: 25.3.1 (a) is in or enters the becomes part of public domainknowledge or literature, other than by a breach of this Article; orClause 22 (Confidentiality); 25.3.2 (b) is known disclosed to the Receiving Party concerned without restriction as to use or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from by a source third party (other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information one disclosing on behalf of the other Party or its Affiliates) who could lawfully do so and who did not derive any such Confidential Information from the other Party or its Affiliates; or (c) is independently developed by the receiving Party without reference to the Confidential Information or (d) is agreed by the Parties that it is not confidential or may be disclosed 22.3.2 Notwithstanding anything contained in this clause 22 (Confidentiality) to the contrary, a Party may disclose Confidential Information to the extent that: (a) such information has been required to be disclosed under Applicable Law, judicial proceedings, by a valid governmental order, decree, regulation or rule, or rule of any recognised stock exchange affecting the Receiving receiving Party or its Representative(sAffiliates and after notification to the disclosing Party; (b) such information is to be disclosed to its external professional consultants or contractors retained in relation to the Development; (c) such information is to be disclosed to potential purchasers of shares in (or the assets of) the Tenant, their external professional consultants and advisers; (d) such information is to be disclosed to any bank or financial institution (and its external professional consultants and advisers) from whom the receiving Party is seeking or obtaining finance or financial advice; or (e) such information is required to do so by lawbe disclosed in order to comply with the Freedom of Information ▇▇▇ ▇▇▇▇ (FOI), Freedom of Information (Scotland) ▇▇▇ ▇▇▇▇ (FOISA) and/or the Environmental Regulations 2004 (EIRs) and/or the Environmental Regulations (Scotland) 2004 (EISRs), provided that in the case of disclosure under paragraph (b) to (d) above, such third party is made aware of the confidential nature of the information before disclosure and is bound by a court, professional duty of confidence or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party has first executed a confidentiality agreement containing confidentiality provisions no less onerous than those herein and provided that paragraph (e) above shall give the Disclosing Party written notice not permit disclosure of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.Confidential Information otherwise prohibited under Clause

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of SA 2568 the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Horseshoe / NMPC Engineering & Procurement Agreement February 2023 Anything in this Article or the this Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this ArticleSection; oror Luther Forest Cost Reimbursement Agreement 18 NYISO Agreements --> Service Agreements --> Cost Reimbursement Agrmnt 2056 btwn NYSEG and Niagara Mohawk 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject 3.1 This Agreement shall not apply to Section 25.4 hereofany material, information, document or data as the Receiving Party can demonstrate to the Disclosing Party by clearly convincing documentation and the Receiving Party shall bear the burden of proving the applicability of any of the foregoing exceptions: 3.1.1 is or becomes available to the general public through no act or omission of the Receiving Party, or 3.1.2 the Receiving Party was in lawful possession of prior to receipt of the Confidential Information from the Disclosing Party, or 3.1.3 previously was, or at any time hereafter is, received in good faith by the Receiving Party without confidentiality obligations from sources other than the Disclosing Party having the right to make such disclosure and which did not originate, directly or indirectly, from the Disclosing Party and/or any of its licensors, or 3.1.4 is specifically required to be disclosed as a result of an order by a court of competent jurisdiction or other governmental body. 3.2 In the event that the Receiving Party is requested or required to disclose to a third party (i) any of the Confidential Information or (ii) any opinions, judgments or recommendations which contain or would reveal such Confidential Information, the Receiving Party shall not be precluded fromwill, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known prior to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to disclosing such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Confidential Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written with prompt notice of any such required disclosure prior to such disclosure being made request(s) or requirement(s) so that the Disclosing Party may, in a timely manner, seek appropriate legal protection or waive compliance with the provisions of this Agreement. If no legal protection or waiver is obtained and the Receiving Party is, in the opinion of its counsel, compelled by law to disclose certain of the Confidential Information, it may seek a protective order with respect to disclose such Proprietary Confidential Information. , provided that the Receiving Party will reasonably cooperate with the Disclosing Party’s efforts Party to obtain legal protection or other reliable assurance that confidential treatment will be accorded to said Confidential Information. Any and all documented external expenses, costs and/or fees, including but not limited to reasonable attorney’s fees, which might be incurred by the Disclosing Party in connection with such protective orderdisclosure requested to the Receiving Party, shall be borne by the Receiving Party. 3.3 Any combination of Confidential Information shall not be deemed to be within any of the above exceptions merely because the individual items of Confidential Information are within any such exception separately but not in combination.

Exceptions. Subject It is further agreed that the obligations of confidentiality and nonuse imposed in this Agreement will not apply to: a. information which is now or becomes (through no improper action or inaction by Receiving Party) part of the public domain; b. information already known to Section 25.4 hereofthe Receiving Party at the time of disclosure; c. information that was rightfully disclosed to Receiving Party by a third party without restriction; d. information which can be shown by clear and convincing documentary evidence to have been independently developed by Receiving Party without use of any Proprietary Information or by employees of Receiving Party who have had no access to such information; or e. information that the Receiving Party is required by law or court order to disclose, provided Receiving Party so notifies Disclosing Party in writing as soon as practicable, so that the Disclosing Party may make efforts to limit disclosure and to obtain confidential treatment or a protective order as provided in subsection 4(e)(i) below. (i) If the Receiving Party is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any (i) Confidential Material; (ii) the content or substance of any Confidential Material; or (iii) materials or information relating to the Party’s opinion, judgment or recommendations concerning the Confidential Material (every item listed in (i)-(iii), above, being included in the definition of “Confidential Material”), the Receiving Party shall not be precluded from, nor liable for, disclosure or use provide the Disclosing Party with prompt notice of Proprietary Information that: 25.3.1 is in or enters such request and the public domain, other than by a breach of this Article; or 25.3.2 is known to documents and/or information requested thereby so that the Disclosing Party may seek an appropriate protective order and/or waive the Receiving Party or its Representatives at Party’s compliance with the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration provisions of this Agreement. It is further agreed that, whichever occurs later (if in the “Non-Disclosure Term”); or 25.3.5 is disclosed following absence of a protective order or the receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstandinga waiver hereunder, the Receiving Party or its Representative(s) may disclose Proprietary Information is nonetheless, in the written opinion of the Receiving Party’s counsel, compelled to disclose Confidential Material to any tribunal or else stand liable for contempt or suffer other Party to the extent censure or penalty, the Receiving Party or its Representative(s) may disclose to such tribunal without liability hereunder that portion of the Confidential Material which the Receiving Party’s counsel advises in writing that the Receiving Party is required compelled to do so by law, by a court, or by other governmental or regulatory authoritiesdisclose; provided, however, that, if permitted to do so by applicable law, that the Receiving Party shall give the Disclosing Party written notice of any such required the information to be so disclosed as far in advance of its disclosure prior as is practicable. Upon further written request by the Disclosing Party, the Receiving Party shall use all reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such disclosure being made so that portion of the information required to be disclosed as the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with designates, and the Disclosing Party shall either undertake legal action itself or reimburse Receiving Party’s efforts reasonable legal expenses incurred to obtain comply with such protective orderrequest.

Exceptions. Subject to Section 25.4 hereof, the Receiving (a) The receiving Party shall not be precluded fromhave no obligation or liability to the disclosing Party with regard to any Confidential Information of the disclosing Party: (i) that was publicly known and available at the time it was disclosed or becomes publicly known and available through no fault, nor liable foraction, disclosure or use inaction of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Articlereceiving Party; or 25.3.2 is (ii) was known to the Receiving Party or its Representatives receiving Party, without restriction, at the time of first disclosure hereunder, or thereafter becomes known to as shown by the Receiving files of the receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than in existence at the Disclosing time of disclosure; (iii) is disclosed with the prior written approval of the disclosing Party, as evidenced by written records; or 25.3.3 is (iv) was independently developed by the Receiving receiving Party without any use of the disclosing Party’s Confidential Information, provided, that the receiving Party can demonstrate such independent development by documented evidence prepared contemporaneously with such independent development; (v) is disclosed pursuant to the order or its Representatives independently requirement of a court, administrative agency, or other governmental body, provided that the receiving Party shall provide prompt notice thereof and reasonable assistance to the disclosing party to enable the disclosing Party to seek a protective order or otherwise prevent such disclosure, and provided further that such disclosure is limited to the extent necessary to comply with such order and the information shall otherwise be treated as Confidential Information; or (vi) that is provided to the receiving Party by a Third Party without violating any disclosure under confidentiality obligation to the disclosing Party. (b) Notwithstanding anything to the contrary in this Agreement, as evidenced by written recordsincluding, without limitation the terms and conditions included in Section 8.1, (i) AgeX shall be entitled to disclose to end users of Products and Services technical, scientific and other information reasonably necessary for the end user to use such Products and Services; or 25.3.4 is disclosed more than three and (32) years after first receipt the Parties and BioTime may disclose the terms of the disclosed Proprietary Informationthis Agreement to investors or potential investors, potential business partners, potential sublicensees and assignees, potential co-developers, manufacturers, marketers, or three distributors of Products and Processes, and in any prospectus, offering, memorandum, or other document or filing required by applicable securities laws or other applicable law or regulation. (3c) years after Each Party shall provide the termination other Party with reasonable advance written notice of any other press release or expiration other public disclosure of this Agreement; provided, whichever occurs later (that the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosedParties acknowledge that ESI, in the reasonable belief of the Receiving Party or its Representativesparent BioTime, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is if required to do so by law, . AgeX or BioTime may file or disclose this Agreement or any relevant portion in accordance with the applicable rules and regulations of the SEC or such other agency or authority. This Agreement may be disclosed by a courtParty under a confidentiality agreement, without the prior consent of the other Party, to any actual or prospective investor, lender, underwriter, or by other governmental acquirer of the Party or regulatory authorities; providedany parent or subsidiary of the Party, however, that, if permitted or any actual or potential acquirer of the portion of the business to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective orderwhich this Agreement relates.

Exceptions. Subject to Section 25.4 hereof, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than the Disclosing Party, as evidenced by written records; or 25.3.3 is developed by the Receiving Party or its Representatives independently of any disclosure under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Effective Date: 3/7/2023 - Docket #: ER23-1572-000 - Page 39 Anything in this Article or the this Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted to do so by applicable law, the Receiving Party shall give the Disclosing Party written notice of any such required disclosure prior to such disclosure being made so that the Disclosing Party may seek a protective order with respect to such Proprietary Information. Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.

Exceptions. Subject Notwithstanding the foregoing, the parties agree that Confidential Information shall not include any information that: (i) was in the public domain at the time it was communicated to Section 25.4 hereofthe Receiving Party by the Disclosing Party; (ii) entered the public domain subsequent to the time it was communicated to the Recipient by the Disclosing Party through no fault of the Receiving Party; (iii) was in the Receiving Party's possession free of any obligation of confidence at the time it was communicated to the Receiving Party by the Disclosing Party; (iv) was rightfully communicated to the Receiving Party by a third party, free of any obligation of confidence, subsequent to the time it was communicated to the Receiving Party by the Disclosing Party; (v) was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party; or (vi) was communicated by the Disclosing Party to an unaffiliated third party free of any obligation of confidence. In addition, the Receiving Party shall not be precluded from, nor liable for, disclosure or use of Proprietary Information that: 25.3.1 is in or enters the public domain, other than by a breach of this Article; or 25.3.2 is known to the Receiving Party or its Representatives at the time of first disclosure hereunder, or thereafter becomes known to the Receiving Party or its Representatives subsequent to such disclosure without similar restrictions from a source other than may disclose the Disclosing Party's Confidential Information in response to a valid order by a court or other governmental body, as evidenced otherwise required by written records; or 25.3.3 is developed by law, or as necessary to establish the Receiving Party or its Representatives independently rights of any disclosure either party under this Agreement, as evidenced by written records; or 25.3.4 is disclosed more than three (3) years after first receipt of the disclosed Proprietary Information, or three (3) years after the termination or expiration of this Agreement, whichever occurs later (the “Non-Disclosure Term”); or 25.3.5 is disclosed following receipt of the Disclosing Party’s written consent to the disclosure of such Proprietary Information; or 25.3.6 is necessary to be disclosed, in the reasonable belief of the Receiving Party or its Representatives, for public safety reasons, provided, that, Receiving Party has attempted to provide as much advance notice of the disclosure to the Disclosing Party as is practicable under the circumstances. Anything in this Article or the Agreement to the contrary notwithstanding, the Receiving Party or its Representative(s) may disclose Proprietary Information of the other Party to the extent the Receiving Party or its Representative(s) is required to do so by law, by a court, or by other governmental or regulatory authorities; provided, however, that, if permitted in the event that the Receiving Party receives a demand to do so by applicable lawdisclose such Confidential Information in connection with a legal action or proceeding, the Receiving Party Party, if possible, shall give first notify the Disclosing Party written notice of any such required disclosure prior the demand in order to such disclosure being made so that provide the Disclosing Party may an opportunity to seek a protective order with respect to such Proprietary Informationorder. Receiving Party will reasonably cooperate TSA.com may also disclose certain of Retailer's Confidential Informa▇▇▇▇ ▇▇ GSI in connection with the Disclosing Party’s efforts performance by GSI of its duties, but only to obtain such protective orderthe extent expressly permitted herein.